Sara,

Thank you for reviewing and returning the equity forward confirmations
so promptly.    We have reviewed the handwritten comment on page 8 of
the contract and unfortunately cannot accept the language as presented.
 Our concern is that if we are unable to get through to Clint for any
reason (either speaking to him directly or getting voice mail), the
termination notice would not be effective.

We propose to insert the following language instead:


	"Such Non-Affected Party will use commercially reasonable efforts
to
     promptly confirm the transmission of such facsimile notice by
     telephone (telephone number 713-345-7538) to the Affected Party,
     provided however, that failure to so confirm will not in anyway
     invalidate the effectiveness of a notice by facsimile
transmission."

     (insert as the last sentence of the third paragraph under
"Additional
     Termination Event".)

Please let me know if this works for you.  If so, we will produce new
contracts with the language and send it back to you for another round
of signatures.

Please call me if you have any questions.  I apologize for any
inconvenience this may cause.

Regards,
Christine
203-719-8354


Visit our website at http://www.ubswarburg.com

This message contains confidential information and is intended only
for the individual named.  If you are not the named addressee you
should not disseminate, distribute or copy this e-mail.  Please
notify the sender immediately by e-mail if you have received this
e-mail by mistake and delete this e-mail from your system.

E-mail transmission cannot be guaranteed to be secure or error-free
as information could be intercepted, corrupted, lost, destroyed,
arrive late or incomplete, or contain viruses.  The sender therefore
does not accept liability for any errors or omissions in the contents
of this message which arise as a result of e-mail transmission.  If
verification is required please request a hard-copy version.  This
message is provided for informational purposes and should not be
construed as a solicitation or offer to buy or sell any securities or
related financial instruments.