As I mentioned in my voicemail, the Loan Agreement referenced in the attached 
document should be listed in Schedule 3.1(q) if it has been executed or will 
be executed prior to the Closing.

Also, depending on the date of the financial statements referenced in Section 
3.1(k) of the Purchase and Sale Agreement, all of the documents that I have 
referenced in my e-mails to you may need to be listed in Schedule 3.1(k).

Regards,

Rob Taylor
Andrews & Kurth L.L.P.
Chase Tower
600 Travis Street
Suite 4200
Houston, Texas  77002

Tel:  (713) 220-4436
Fax:  (713) 238-7273

robtaylor@andrews-kurth.com

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 - RidertoS.DOC