Joe, Here's the Letter Agreement. Remember that the Letter Agreement was
drafted with February 28,2002 Purchase Date so we need a dollar figure
for the post-bankruptcy storage fees.  For now I have left it blank. Any
chance that Centana will accept the $308,000 fee due for 2/28 because
they were the ones dragging their feet on the deal?

Shemin

 <<92260_5.DOC>>