Attached is a revised draft of the above-referenced document marked to show 
changes.

Please call Rob Taylor with any questions.

Sincerely,


Gina G. Zimmerman
Legal Secretary
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas  77002
Direct:  713-220-4460
Fax:  713-238-7273
ginazimmerman@andrews-kurth.com

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 - Blacklin.DOC