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9.4  WAIVER AND MODIFICATION

       Any of the terms and conditions of this Agreement may be waived at any
time prior to Closing by the party entitled to the benefit thereof, provided
that such waiver shall be in writing and signed on behalf of the party granting
the waiver.  No waiver of any term, provision or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be or construed as a further or continuing waiver of any such term, provision
or condition of this Agreement.

9.5  SCHEDULES AND HEADINGS

       Any matter disclosed on any Schedule to this Agreement shall be deemed to
have been disclosed on all other Schedules to this Agreement to the extent that
it should have been disclosed on such other Schedule.  Unless the context
otherwise requires, the inclusion of any specific item in any Schedule hereto is
not meant to imply that the item so included or any other item is or is not
material, and no party shall use the inclusion of any such item in any dispute
or controversy between the parties as to whether any obligation, item or matter
is not described herein or on a Schedule hereto is or is not material for
purposes hereof.  The section headings of this Agreement and titles given to
Schedules to this Agreement are for reference purposes only and are to be given
no effect in the construction or interpretation of this Agreement.

9.6  SEVERABILITY

       The unenforceability or invalidity of any provision of this Agreement
shall not affect the enforceability or validity or the balance of this
Agreement.

9.7  FINDER'S AND RELATED FEES

       Each of the parties hereto is responsible for, and shall indemnify and
hold the other harmless from and against, any agreements made or acts committed
by it which would entitle any third party to a fee, commission, bonus or other
remuneration as a result of this Agreement or the transactions contemplated
hereby.

9.8  GOVERNING LAW

       This Agreement has been negotiated and executed in the State of Texas and
shall be construed and enforced in accordance with the laws of such state
without giving effect to any principles of conflicts of laws.

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