Jerry,

Attached is the revised agreement with the changes to the previous version 
you received redlined.

Please note that under Capacity Target definition I have put a seperate table 
for each facility.  When we produce the seperate actual agreements for the 
respective facilities, I will delete the table for the other facility.

I am available to discuss at your convenience.  Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas  77002-2781
phone: 713.221.1396
fax:      713.221.2134
email: dlocascio@bracepatt.com

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 - OPERATION AND MAINTENENCE AGREEMENT.doc