Amendment No. to 1 Letter Agreement

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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<

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- 2SX801!.DOC