Frank, 

Both of the suggested changes are both reasonable and necessary from both a 
legal and tax viewpoint due to the long term nature and possible change of 
ownership or control of the project in the future. Call me to discuss if you 
wish.

Doug
---------------------- Forwarded by Doug Leach/HOU/ECT on 05/11/99 10:43 AM 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Dan J Hyvl                           05/11/99 10:36 AM
	

To: Frank Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Doug Leach/HOU/ECT@ECT 
Subject: Nicaragua Fuel Supply Arrangement - Option Agreement

This is to confirm our conversation relating to the Option Agreement.  If EFI 
is to sign, I believe that the following changes need to be made.
 1.  The last sentence of paragraph No. 2 should be deleted.  The agreements 
provide that EFI has the right to assign to an affiliate without EI's 
consent.  EFI needs to maintain its right to so assign during the term of the 
agreements.
 2  Paragraph No. 3 needs to be modified by adding the words "as reasonably" 
before requested in the third line thereof; and deleting the word "not" in 
the fifth line thereof.  Additionally, the last sentence needs to be deleted, 
because the indemnity agreement needs to remain in effect for so long as EFI 
is requested to perform any services under those agreements.

Please call if these requested changes present any problems.