Clark,

My meeting with Mark was a big yawn.  He took the all to sensible approach 
and decided he ought to read the Memo first and get back to me. I imagine 
I'll hear from him later tonight or tomorrow.

In the meantime, the following sets of coal and ash handling agreements have 
arrived from ReUse Technology's Kris Johnson. Gerald Nemec, who works in my 
Group has been assisting Dwight Beach with this portion of the project.  He 
has alot of other work on his plate and is trying to recover from the flu, so 
we need your help.

I would appreciate your reviewing or having someone review the attached and 
give Gerald a call at 33512.  The principal concerns that I know to have is 
that the current drafts are taken from what were intercompany contracts 
between Cogentrix and this ReUse affiliate; thus, the contract may lack the 
protections that a service recipient should receive.  If there is a waiver of 
consequentials provision in these contracts, I would question whether that is 
to the benefit of a fee paying service recipient. Also, since we don't know 
how long Enron will be involved in the ownership of the plants, the 
termination provisions need to be particularly flexible. 

Finally, I will be sending you a rough draft of an O&M Agreement that Gerald 
prepared for use in negotiating a transaction with Jerry Campbell (of Power 
Systems) new O&M Company.  Gerald and I are expecting to receive comments 
from Dwight, better outling the terms of the deal some time soon.

I understand that Jerry will be in town tomorrow and Thursday--tomorrow is 
intended to cover commercial matters and Thursday is slated for legal 
matters.  Thus you review, analysis and understanding of the attached prior 
to that time would be helpful.

Please call me and/or Gerald as soon as you have had a chance to review the 
attached and the O&M Agreement.

Steve Van Hooser


----- Forwarded by Steve Van Hooser/HOU/ECT on 01/09/2001 01:23 PM -----

	Dwight Beach
	01/09/2001 10:16 AM
		 
		 To: Ozzie Pagan/HOU/ECT@ECT, Heather Kroll/HOU/ECT@ECT, Steve Van 
Hooser/HOU/ECT@ECT, Reagan Rorschach/NA/Enron@Enron
		 cc: Glenn Wright/Corp/Enron@ENRON
		 Subject: Contracts for ash and coal


---------------------- Forwarded by Dwight Beach/HOU/ECT on 01/09/2001 10:15 
AM ---------------------------


"Johnson, Kris" <KrisJohnson@Cogentrix.com> on 01/09/2001 10:10:13 AM
To: "'Dwight.Beach@enron.com'" <Dwight.Beach@enron.com>, 
"'gerald.nemec@enron.com'" <gerald.nemec@enron.com>
cc:  
Subject: Contracts for ash and coal


Dwight:

Here are the contracts as submitted yesterday with the pricing change to the
Level 3 Capacity in ash handling as mentioned earlier today.  I have
forwarded a copy of the contracts to your attorney for his review as well as
a set to ReUse's attorney.  I will contact you this afternoon to make sure
you received the contracts, have any questions and see what the next steps
involve.  If you have any questions, please do not hesitate to call.

Kris Johnson
 <<#599831 v1 - Agreement for Ash Removal Services for Lumberton Power.doc>>
 <<#599837 v1 - Agreement for Ash Removal Services for Elizabethtown
Power.doc>>  <<Elizabethtown - Coal Hauling Agreement.doc>>  <<Lumberton -
Coal Hauling Agreement Revised.doc>>


 - #599831 v1 - Agreement for Ash Removal Services for Lumberton Power.doc
 - #599837 v1 - Agreement for Ash Removal Services for Elizabethtown Power.doc
 - Elizabethtown - Coal Hauling Agreement.doc
 - Lumberton - Coal Hauling Agreement Revised.doc