Amendment No. to 1 Letter Agreement ,
 <<2SX801!.DOC>>

George:

We have enclosed for your review the initial draft of an amendment to the
letter agreement pertaining to CA Energy Development I LLC.  Similar
amendments will be prepared for the other two letter agreements.  Please
review and advise of any comments at your earliest convenience.  Thank you.

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

Enclosure:  130796v1




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 - 2SX801!.DOC
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