<<2XB903!.DOC>>  <<2XB9RED.DOC>>  <<2XB@03!.DOC>>  <<2XB@RED.DOC>>
<<2XFL03!.DOC>>  <<2XFN03!.DOC>>  <<2X$Z01!.DOC>>  <<2XJ001!.DOC>>

Kay and Carlos:

We have enclosed the following documents, revised in accordance with our
discussions, for your review:

1.  Letter Agreement between ENA and Panda Energy (clean and marked to
reflect changes from the prior draft dated 3/6/01);
2.  LLC Agreement between ENA and Panda Energy (clean and marked to reflect
changes from the prior draft dated 3/6/01);
3.  Letter Agreement between ENA and Delta Power;
4.  LLC Agreement between ENA and Delta Power;
5.  Letter Agreement between ENA and Sunlaw Energy; and
6.  LLC Agreement between ENA and Sunlaw Energy.


Please review and advise of any further comments.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com

Enclosures: 136485v3
  136485vR3/2
  136486v3
  136486vR3/2
  136641v3
  136643v3
  136763v1
  136764v1





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