Attached is an initial draft of the Override Letter that we discussed
today.  Please call me if you have any questions or comments.

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

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 <<Override Letter.DOC>> 
 - Override Letter.DOC