Attached is an updated Term Sheet.  For your convenience, I have attached
marked and unmarked copies.

> Alicia L. Curry
> Vinson & Elkins L.L.P.
> 2300 First City Tower
> 1001 Fannin Street
> Houston, Texas 77002-6760
> Phone:  713-758-4428
> Fax:  713-615-5688
> (Licensed in New York only)
>
>
>
>
> +++++++++++++++++++++++
> CONFIDENTIALITY NOTICE
> +++++++++++++++++++++++
> The information in this email may be confidential and/or privileged.
> This email is intended to be reviewed by only the individual or
> organization named above. If you are not the intended recipient or an
> authorized representative of the intended recipient, you are hereby
> notified that any review, dissemination or copying of this email and
> its attachments, if any, or the information contained herein is
> prohibited. If you have received this email in error, please
> immediately notify the sender by return email and delete this email
> from your system. Thank You
>
PRIVILEGED AND CONFIDENTIAL:
Contains attorney-client communications and/or attorney work product.

 <<Compare.DOC>>  <<Term Sheet for Merlin Put v8.DOC>>

 - Compare.DOC
 - Term Sheet for Merlin Put v8.DOC
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