<<2XQGRED.DOC>>

Greg and Isabel:

A revised draft of the Escrow Agreement, marked to reflect changes from the
draft previously distributed on April 10, 2001, is attached for review.
Please note that ENA has not reviewed these revisions and reserves the right
to assert additional comments.  Please review and advise of any comments in
order that a draft may be furnished to the escrow agent as soon as possible.
Thank you.

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

Enclosure: 137032vR4/3




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 - 2XQGRED.DOC