Kay & Carlos:

Per John Keffer's instructions, attached please find preliminary drafts of
the following documents:

> 1. Closing Checklist;
2. Escrow Agreement;
> 5. Guaranty Agreement;
> 6. Escrow Disbursement Instructions;
> 7. Promissory Note by LLC payable to ENA; and
> 8. Consents of Members and Managers.
>
> Regards,
>
> Marisa
>
>  <<2XPB02!.DOC>>  <<2X_202!.DOC>>  <<2xq#03!.DOC>>  <<2XNL02!.DOC>>
> <<2XQD01!.DOC>>  <<2xrn02!.DOC>>



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 - 2XPB02!.DOC
 - 2X_202!.DOC
 - 2xq#03!.DOC
 - 2XNL02!.DOC
 - 2XQD01!.DOC
 - 2xrn02!.DOC