<<2Z$805!.DOC>>  <<2Z$8RED.DOC>>

Greg and Isabel:

We have enclosed clean and blacklined copies of the escrow disbursement
instruction letter, marked to reflect revisions from the draft previously
circulated.  Please review and advise of any comments in order that we may
also circulate to Citibank.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures 139328v5
  139328vR5/4



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 - 2Z$805!.DOC
 - 2Z$8RED.DOC