This Amendment, together with the Agreement, sets forth the entire agreement between the parties with respect to the matters set forth herein and supersedes all prior discussions or understandings between the parties relating to the subject matters contemplated herein.  In the event of a conflict between the terms of this Amendment and the other terms of the Agreement, this Amendment shall govern and control.  Except as expressly set forth herein, the Agreement and its provisions shall remain in full force and effect.  Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to them in the Agreement.