EXHIBIT 4.10

                          CERTIFICATE OF INCORPORATION

                                       OF

                        CHENIERE-GRYPHON MANAGEMENT, INC.

     FIRST: The name of the corporation is Cheniere-Gryphon Management, Inc.
(the "Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, City of Wilmington, County of New
Castle 19808. The name of the registered agent of the Corporation at such
address is Corporation Service Company.

     THIRD: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful business, act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

     FOURTH: The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is one thousand (1,000), all of which
shall be common stock, $0.01 par value per share ("Common Stock").

     FIFTH: No holder of shares of stock of the Corporation shall have a
preemptive right to purchase or subscribe for and receive any shares of any
class, or series thereof, of stock of the Corporation, whether now or hereafter
authorized, or any warrants, option, bonds, debentures or other securities
convertible into, exchangeable for or carrying any right to purchase any shares
of any class, or series thereof, of stock.

     SIXTH: No stockholders of the Corporation shall have the right and power to
cumulate votes attributable to their shares for the election of directors.

     SEVENTH: Election of directors need not be by written ballot, except and to
the extent provided in the bylaws of the Corporation.

     EIGHTH: The Board of Directors is expressly authorized to adopt, amend,
alter or repeal the bylaws of the Corporation.

     NINTH: The Corporation shall have the right, subject to any express
provisions or restrictions contained in this certificate of incorporation from
time to time, to amend this certificate of incorporation or any provision hereof
in any manner now or hereafter provided by law, and all rights and powers at any
time conferred upon the directors or stockholders of the Corporation by this
certificate of incorporation or any amendment hereto are subject to such right
of the Corporation.

     TENTH: The incorporator of the Corporation is Dianne Younger, Mayor, Day,
Caldwell & Keeton, L.L.P., 700 Louisiana, Suite 1900, Houston, Texas 77002.


     ELEVENTH: The number of directors of the Corporation shall be determined in
accordance with the Corporation's bylaws. The number of directors constituting
the initial board of directors of the Corporation shall be one (1), and the name
and mailing address of the person who is to serve as a director until the first
annual meeting of its stockholders, or until his successor is duly elected and
qualified, is as follows:

             NAME                        ADDRESS
             Charif Souki                1200 Smith Street, Suite 1740
                                         Houston, Texas 77002

     TWELFTH: Except as otherwise provided by statute, any action that might
have been taken at a meeting of stockholders by a vote of the stockholders may
be taken with the written consent of stockholders owning (and by such written
consent, voting) in the aggregate not less than the minimum percentage of the
total number of shares that by statute, this Certificate of Incorporation, the
bylaws of the Corporation or an agreement of all of the stockholders are
required to be voted with respect to such proposed corporate action; provided,
however, that the written consent of a stockholder who would not have been
entitled to vote upon the action if a meeting were held shall not be counted;
and further provided, that prompt notice shall be given to all stockholders of
the taking of such corporate action without a meeting if less than unanimous
written consent of all stockholders who have been entitled to vote on the action
if a meeting were held is obtained.

     THIRTEENTH: In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the Corporation or adopt new bylaws, without any
action on the part of the stockholders; provided, however, that no such
adoption, amendment, or repeal shall be valid with respect to bylaw provisions
which have been adopted, amended, or repealed by the stockholders; and further
provided, that bylaws adopted or amended by the Directors and any powers thereby
conferred may be amended, altered, or repealed by the stockholders.

     FOURTEENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them, and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholders thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors; and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any

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compromise or arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

     FIFTEENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for such liability as is expressly not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Moreover, the
Corporation shall, to the fullest extent permitted by law, indemnify any and all
officers and directors of the Corporation, and may, to the fullest extent
permitted by law or to such lesser extent as is determined in the discretion of
the Board of Directors, indemnify any and all other persons whom it shall have
power to indemnify, from and against all expenses, liabilities or other matters
arising out of their status as such or their acts, omissions or services
rendered in such capacities. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability.

     SIXTEENTH: The Corporation shall have the right, subject to any express
provisions or restrictions contained in the Certificate of Incorporation, bylaws
of the Corporation or written agreement of all of the stockholders of the
Corporation, from time to time, to amend the Certificate of Incorporation or any
provisions thereof in any manner now or hereafter provided by law, and all
rights and powers of any kind conferred upon a director or stockholder of the
Corporation by the Certificate of Incorporation or any amendment thereof are
conferred subject to such right.

     IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 13th day
of September, 2000.

                                              ----------------------------------
                                                 Dianne Younger, Incorporator

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