shareholder agreements, buy/sell agreements and voting trusts

__ February 2004NameAddressVia Certified MailReturn Receipt RequestedRe:Representation of New EntityDear ______________:You have asked that Gardere Wynne Sewell LLP represent a new entity (the “Company”) to beformed by you, ___________________, ______________________ and ______________ (collectively,the “Investors”). It is not uncommon for a group of individuals to hire a sole attorney for purposes ofdrafting papers necessary to organize a business entity and provide advice as to the documentation thatmay be used to govern the relationship among the individual owners of the entity. The attorney, however,is restricted by the Canons of Ethics from representing more than one party to the transaction. Mostcommonly, the attorney represents the entity itself and not any of the individuals, and we think thatsituation applies in this matter. While you have not requested that we represent you, we want to makeclear that we do not represent you or any other Investor in this matter, and you should not look to us forprotection of your interests in the Company. We recommend that you obtain other counsel to representyou in connection with your interests in the Company.If you have any questions, please do not hesitate to contact me.Sincerely,GARDERE WYNNE SEWELL LLPBy:HOUSTON 586080v6D-1Shareholder Agreements