Subject: Project Spawn Document
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked]
Date: Tue, 6 Mar 2001 13:17:00 -0800 (PST)

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Kay and Carlos:

We have 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 the prior draft dated 3/6/01);
2.  LLC Agreement between ENA and Panda Energy (clean and marked to reflect
changes from the prior draft dated 3/6/01);
3.  Letter Agreement between ENA and Delta Power;
4.  LLC Agreement between ENA and Delta Power;
5.  Letter Agreement between ENA and Sunlaw Energy; and
6.  LLC Agreement between ENA and Sunlaw Energy.

Please review and advise of any further comments.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
[email-masked]

Enclosures: 136485v3
  136485vR3/2
  136486v3
  136486vR3/2
  136641v3
  136643v3
  136763v1
  136764v1

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 - 2XB903!.DOC
 - 2XB9RED.DOC
 - 2XB@03!.DOC
 - [email-masked]
 - 2XFL03!.DOC
 - 2XFN03!.DOC
 - 2X$Z01!.DOC
 - 2XJ001!.DOC