Gallup

Attached please find a revised First Amendment Agreement marked to show
changes to the June 9 draft based upon comments received today from Henry
Binder. Changes have been made to (i) the definition of Offer Price to
include a cross reference to the only section of the LLC Agreement where the
defined term "Offer Price" occurs, and (ii) Section 3(a) of the Flow of Funds
memo to reflect the original wire transfer amounts plus payment of the
additional amounts paid pursuant to the Amendments. Although the original
request was to delete the proposed changes to Section 3(a) entirely leaving
only the original wire transfer amounts, we need to consistently reflect
appropriate funds movements as of March 30, 2000. The change is intended to
accommodate both Henry's request and complete reflection of funds movement.

Regards, NJD