Attached for your review is a revised letter agreement marked to show the
changes made from the draft received yesterday from F&J. Also attached is a
draft of the letter agreement with respect to the second LLC.  A draft of
the letter agreement with respect to the transformer will follow shortly.

I understand that we are to discuss these documents at 11 AM today.  In the
interest of time, these drafts are being distributed without having been
reviewed by Enron.

Regards

John L. Keffer
King & Spalding
713 751 3255
713 751 3280 (fax)
jkeffer@kslaw.com

 <<Redlined Letter Agmt CA Energy Dvlpmt I LLC.DOC>>  <<Letter Agrmt CA
Energy Dvlpmt II-A LLC.DOC>>



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 - Redlined Letter Agmt CA Energy Dvlpmt I LLC.DOC
 - Letter Agrmt CA Energy Dvlpmt II-A LLC.DOC