Kay:

Attached is the SPA we discussed over the phone.  Please call me with any 
questions.

Corey C. Brown
Bracewell & Patterson, L.L.P.
Suite 2900 South Tower
711 Louisiana
Houston, Texas 77002-2781
Telephone: 713.221.1323
Telecopy: 713.221.2181
email: cbrown@bracepatt.com


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 - SECURITI.doc