Exhibit 7

                                                            Terence H. Matthews
                                                             [address redacted]

May 1, 2006

Personal & Confidential - By Hand

Mr. Don Smith
[address redacted]


Dear Don,

The purpose of this letter is to offer to extend the term of the options that
were granted to you by way of letter agreement dated March 1, 2002 (the
"Agreement") from five years to ten years. Pursuant to the Agreement, the
options are to expire five years from the date of grant or March 1, 2007.
Pursuant to this offer the options shall expire on March 1, 2012 or ten years
from the date of grant. All other terms of the options shall remain the same.

Yours truly,


/s/ Terence H. Matthews
--------------------------
Terence H. Matthews


Acknowledgement and Acceptance

I, Don Smith, hereby acknowledge that I have read and reviewed this letter and
accept the offer therein.

May 4, 2006                                                 /s/ Don Smith
                                                            --------------------
                                                            Don Smith