Attached are clean and marked copies of the GE Override Letter
reflecting the comments I received today from Lisa Bills.

Please call me if you have any questions or comments regarding the
attached.

Regards,

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

Tel: (713) 220-4436
Fax: (713) 238-7273
e-mail: robtaylor@andrews-kurth.com

This e-mail is privileged and confidential and is intended only for the
recipient(s) named above.  If you are not the intended recipient, please
(i) do not read, copy, use or disclose the contents hereof to others
(any of the foregoing being strictly prohibited), (ii) notify the sender
immediately of your receipt hereof, and (iii) delete this e-mail and all
copies of it.

 <<Blackline of Override Letter - 595910.2 to .1.DOC>>  <<Override
Letter-v2.DOC>> 
 - Blackline of Override Letter - 595910.2 to .1.DOC
 - Override Letter-v2.DOC