Attached please find the most recent version of the CA Development II
Agreement and Exhibits as well as a blackline against the version
circulated on December 4.  I will be forwarding to Kay Mann the
execution copy that will incorporate both the agreement and exhibits
into one document, which will also include Exhibit H-2.
<<CA Development Energy II Comparison of v. 3 to 5.DOC>>  <<CA
Development II Comparison of v1 to current.DOC>>  <<Exhibits for CA
Development II Agreement CISO2 Execution Copy.DOC>>  <<break out
agreement--CIS02 (12/20/00).DOC>> 
 - CA Development Energy II Comparison of v. 3 to 5.DOC
 - CA Development II Comparison of v1 to current.DOC
 - Exhibits for CA Development II Agreement CISO2 Execution Copy.DOC
 - 00).DOC