<<2R6L07!.DOC>>  <<2R6LRED.DOC>>  <<2RLS01!.DOC>>  <<2RLW01!.DOC>>

Kay:

After considering the changes that would be required to accommodate the
transformer, we elected to put both the second turbine and the transformer
into a single letter agreement for CA Energy Development II, LLC.
Accordingly, we have enclosed drafts of the following documents:

 1. Letter Agreement for CA Energy Development I, LLC;
 2. Redline of the CA Energy Development I, LLC Letter
Agreement, marked to reflect revisions from the draft furnished by Fulbright
and Jaworski;
 3. Letter Agreement for CA Energy Development II, LLC; and
 4. Redline of the CA Energy Development II, LLC Letter
Agreement, marked to reflect revisions from the CA Energy Development I, LLC
Letter Agreement.

Please review the enclosed and advise of any questions or comments.  Thank
you.

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

Enclosures: 128541v7
  128541vR7/6
  129088v1
  129092v1






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 - 2R6L07!.DOC
 - 2R6LRED.DOC
 - 2RLS01!.DOC
 - 2RLW01!.DOC