<<2rz503!.DOC>>  <<2RZ5RED.DOC>>  <<2R6LRED.DOC>>

Kay:

Enclosed is a revised draft of the proposed letter agreement for the 7EA
turbines reflecting Ben's business points and the matters discussed in our
telephone conference earlier today.  Also enclosed is a blacklined copy
reflecting revisions from the December 15, 2000 draft of the prototype
letter agreement.  Although we have enclosed a blacklined draft reflecting
revisions from the final draft of the CA/ED-I letter agreement, this is
difficult to read due to our re-arrangement of the reps and warranties.  If
you have any questions or comments, please advise.  (I have received the
courier package with the GE Facility Agreements).

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

Enclosures: 129569v3
  129569vR3/2
  129569v3 R 128541v18



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