<<2Z$801!.DOC>>

Kay:

Enclosed is the initial draft of an escrow disbursement instruction letter.
Please review and advise of any comments.  Thank you.

Carolyn M. Campbell
King & Spalding
713-2760-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure: 139328v1




                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.


 - 2Z$801!.DOC