Tim,

Attached is the Certificate Purchase Agreement for the unwind of Project 
Specter, blacklined against the Ghost Certificate Purchase Agreement.

I have sent a clean copy by fax to Mary Beth Ross at CIBC for signature.

Please would you forward drafts of the Note Assignments to me and arrange for 
originals to be signed by CIBC, Paribas and SanPaolo  for closing on Monday.

Thanks

Danny


 - WILLSEY.doc
 - WILLSEY.wpd