FYI only
----- Forwarded by Sara Shackleton/HOU/ECT on 12/20/2000 02:30 PM -----

	Sara Shackleton
	12/20/2000 02:25 PM
		 
		 To: christine.lee@ubsw.com
		 cc: 
		 Subject: 2 paragraphs

Trigger/Determined Amount inverse relationship:

"In the event the Trigger Price is increased to equal the Other Trigger
Price, the Determined Amount shall be reduced so that the Effective Share
Price is increased in direct proportion to the increase in the Trigger
Price.  The "Effective Share Price" shall be the result obtained by dividing
X by Y where "X" equals the product of the Price Per Share multiplied by the
Number of Shares, and "Y" equals the Number of Shares plus the Determined
Amount."


Paragraph 3(a) first paragraph, 3rd sentence replacement:


"In the event that, but for this Section 3, titled "Other Provisions," Party
B would be obligated to deliver a number of Shares equal to the Determined
Amount plus the Excess Shares, Party B shall have an ongoing obligation to
satisfy delivery of the Excess Shares; provided however that the number of
Excess Shares to be delivered hereby shall not exceed [________] shares.
Party B may, at its sole option, satisfy delivery of the Excess Shares by
using its best efforts to increase its Authorized Shares or by delivery of a
cash payment equal to the [product obtained by multiplying the Excess Shares
by the Final Price]."