Attached for your review are the following documents

1. Amendment Number 3 to the Securities Purchase Agreement;
2. Amendment Number 4 to the Project Development Agreement;
3.  Amendment Number 1 to the Guaranty; and
4.  The Assignment of Interests (in preparation for Friday's closing).

As you will see the new SPA calls for Seller's Wiring Instructions to be 
attached as Schedule 2.5.  Please let me know where I can get that 
information.  Also, I spoke with AES' attorney about the Guaranty issue but 
she had to check with AES and I have not heard back from her.

Please call me with your questions and comments at your earliest 
convenience.  Best regards.


Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

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entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
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you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
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Thank you.

 - redspa.doc
 - redpda.doc
 - #1287349 v1 - ASSIGNMENT OF INTERESTS.doc
 - #1287275 v1 - AM 1 TO GUARANTY.doc