Closing Documents ,
 In connection with tomorrow's closing, attached for your review are revised 
versions of the Amendments to the SPA and PDA, revisions to the Assignment of 
Interests, and "Date Down" Certificates for the Purchaser and the Seller.  
Please note that these comments are being distributed to the whole group 
simultaneously and are subject to change.  Best regards.





Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or
entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.

 - #1288444 v1 - BUYER REPRESENTATION CERTIFICATE.doc
 - #1288432 v1 - SELLER REPRESENTATIONS CERTIFICATE.doc
 - #1283533 v7 - AMENDMENT NO 4 TO PDA.doc
 - #1283523 v10 - AMENDMENT NO 3 TO SPA.doc
 - #1287349 v3 - ASSIGNMENT OF INTERESTS.doc
prollin@aesc.com, shase@aesc.com, aroffwarg@bracepatt.com, 