Attached for your review are drafts of the following exhibits to the Purchase 
and Sale Agreement:

Exhibit F  -   Assignment and Assumption Agreement
Exhibit G  -  Seller's Officer's Certificate
Exhibit H  -  Guarantee Agreement
Exhibit I   -   Purchaser's Officer's Certificate

Please send me your comments to these drafts.

Thanks, Hal.

 - HOU_571304_1.DOC
 - HOU_571298_1.DOC
 - HOU_571259_1.DOC
 - HOU_571225_1.DOC