Subject: Equity Forward Contract
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Thu, 27 Sep 2001 07:05:57 -0700 (PDT)

Sara,

Thank you for reviewing and returning the equity forward confirmations
so promptly.    We have reviewed the handwritten comment on page 8 of
the contract and unfortunately cannot accept the language as presented.
 Our concern is that if we are unable to get through to Clint for any
reason (either speaking to him directly or getting voice mail), the
termination notice would not be effective.

We propose to insert the following language instead:

	"Such Non-Affected Party will use commercially reasonable efforts
to
     promptly confirm the transmission of such facsimile notice by
     telephone (telephone number 713-345-7538) to the Affected Party,
     provided however, that failure to so confirm will not in anyway
     invalidate the effectiveness of a notice by facsimile
transmission."

     (insert as the last sentence of the third paragraph under
"Additional
     Termination Event".)

Please let me know if this works for you.  If so, we will produce new
contracts with the language and send it back to you for another round
of signatures.

Please call me if you have any questions.  I apologize for any
inconvenience this may cause.

Regards,
Christine
203-719-8354

Visit our website at http://www.ubswarburg.com

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