Universal agreement

The attached document shows my proposed changes to Universal's agreement in
redlining. I tried not to over-lawyer or make this overly complicated, but
in my view this needed a lot of basic cleanup. Many of my changes are simply
to make the language more accurate (for example, in the use of defined
terms).

In a couple of places, I have questions: 1) In the second opening paragraph,
I don't know whether it is possible to attach the Proposal as an exhibit; if
not, ignore my change. 2) Section 4.a. -- their provision for an adjustment
seemed a little unusual to me but it could work in favor of either party, so
I left it in. If you don't like it, let me know. 3) In Section 5, I just
tried to simplify the billing procedure in case of termination. Let me know
if this does not agree with your intent.

Please call me with your comments, and let me know how you would like to
proceed.

SS
(713) 853-0596