We are attaching the following:
1. Revised draft of the Letter Agreement (marked against the drafts of 4/11
and 4/12)
2. ENA Promissory Note (marked against the draft of 4/12)
3. First Amended and Restated LLC Agreement (marked against the draft of
4/12)
4. Escrow Agreement (marked against the draft of 4/12)
5. NorSub Promissory Note (marked against the draft of 4/12)

We have no comments with respect to the Guaranty (other than the request
that the "IN WITNESS WHEREOF" appears with the signature block).

We look forward to discussing the attachments with you on Monday.
 <<Letter Agreement.DOC>>  <<blackline against April 11 draft.DOC>>
<<blackline against April 12 draft.DOC>>  <<blackline E Note.DOC>>
<<E-Note.DOC>>  <<blackline LLC Agreement.DOC>>  <<LLC Agreement.DOC>>
<<Escrow Agreement.DOC>>  <<blackline - Escrow Agreement.DOC>>  <<Promissory
Note.DOC>>  <<blackline - Promissory Note.DOC>>

"paulhastings.com" made the following annotations on 04/13/01 23:10:37
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 - Letter Agreement.DOC
 - blackline against April 11 draft.DOC
 - blackline against April 12 draft.DOC
 - blackline E Note.DOC
 - E-Note.DOC
 - blackline LLC Agreement.DOC
 - LLC Agreement.DOC
 - Escrow Agreement.DOC
 - blackline - Escrow Agreement.DOC
 - Promissory Note.DOC
 - blackline - Promissory Note.DOC