Attached is a revised version of the Act of Sale and a redline of same
compared to that which we sent to you earlier today.  Also attached is a
revised Guaranty both clean and redlined and a form of Nonforeign
Status.  The Act of Sale contains changes to the restriction language.
Draft resolutions to follow tomorrow.

 <<GUARANTY.DOC>>  <<GUARANTY BL.DOC>>  <<Act of Sale - Clean Draft 2-
Reliant.DOC>>  <<ACT OF SALE - CLEAN DRAFT BL BASE  2.DOC>>
<<Certificate of Nonforeign Status.doc>> 
 - GUARANTY.DOC 
 - GUARANTY BL.DOC 
 - Act of Sale - Clean Draft 2- Reliant.DOC 
 - ACT OF SALE - CLEAN DRAFT BL BASE  2.DOC 
 - Certificate of Nonforeign Status.doc