Attached please find a revised draft of Schedule IV (formerly Schedule
V) to the Participation Agreement.  Both a clean copy and a copy
blacklined to show the changes from the prior version are attached.

Please feel free to call me with any questions.

~~~~~~~~~~~~~~~~~~~
Sean Bunk
Andrews & Kurth L.L.P.
600 Travis St., Suite 4200
Houston, Texas  77002
Tel.:  713.220.4427
Fax.: 713.238.7252
e-mail: seanbunk@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
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 <<Blackline 597234v4 to v3 (Schedule V).DOC>>  <<Schedule V to
Participation Agreement (TurboPark).DOC>> 
 - Blackline 597234v4 to v3 (Schedule V).DOC
 - Schedule V to Participation Agreement (TurboPark).DOC