Midway Purchase Agreement

Attached please find a revised draft of the Midway Purchase Agreement. As
you will note, the only change made since the draft distributed yesterday is
removal of the representation in Section 3.1 regarding authorization of
Midway as a foreign corporation.

If you have any question s or comments, please feel free to contact me.

Regards,

Bill

William R. Parish, Jr.
King & Spalding
1100 Louisiana, Suite 3300
Houston, Texas 77002
Phone: 713/276-7413
Fax: 713/751-3280
E-mail: bparish@kslaw.com <mailto:bparish@kslaw.com<

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