Aaron,

I am executing the signature pages of Amendment #3 to SPA, #4 to PDA,
Assignment and sending to Audrey to hold until approval of final language
and Friday Closing.

Also, Notice of Waiver, and Acknowledgement of Obligation to Pay Letter, I
will send to her by end of today.

Attached is the draft Acknowledgement letter.  Please advise if you
suggest  any changes.

Steve


 - ACKNOW~1.DOC