Between last night and this morning, I talked to Brian Coad and figured out 
what was going on.  The file confirms that someone in Risk Management put 
this deal on hold in November.  I talked to Jason by phone last night and he 
confirmed that this is what happened.  I had placed calls to Frost since 
working on the project but the lawyer did not rush to call since he has been 
out of the office until their business folks started pressing them this 
week.  So, I completed a legal review & figured out what the remaining issues 
are that need to be resolved with counsel.  (One of which was a convulated 
SEC issue that we figured out last night). I sent Brian a final draft and he 
is implementing those changes in a draft for his counsel.  His counsel is out 
of the office until Monday but Brian put us in contact.  I would predict that 
we will settle on the final terms on Monday, make minor changes to the final 
draft and get it executed by then.

Cheryl Nelson
Senior Counsel
EB3816
(713) 345-4693