Attached are the blacklined versions of the Agreement and Exhibits marked to 
show changes from the original document.

The information contained in this e-mail message is legally privileged and 
confidential information intended only for the use of the recipient(s) named 
above.  If the reader of this e-mail is not an intended recipient, you have 
received this e-mail in error and any review, dissemination, distribution or 
copying is strictly prohibited.  If you have received this e-mail in error,  
please notify the sender immediately by return e-mail and permanently delete 
the copy you received.

Thank you.


 - BL554888.DOC
 - bl554886.DOC