<<2XB902!.DOC>>  <<2XB9RED.DOC>>  <<2XB@02!.DOC>>  <<2XB@RED.DOC>>
<<2XFL02!.DOC>>  <<2XFLRED.DOC>>  <<2XFN02!.DOC>>  <<2XFNRED.DOC>>

Carlos:

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

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 <mailto:ccampbell@kslaw.com>

Enclosures: 136485v2
  136485v2Rv1
  136486v2
  136486v2Rv1
  136641v2
  136641v2Rv1
  136643v2
  136643v2Rv1





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