---------------------- Forwarded by Kay Mann/Corp/Enron on 04/04/2001 04:58 
PM ---------------------------


John Moore
04/04/2001 04:30 PM
To: RSmith@brownsville-pub.com, jdavidson@davidsontroilo.com, 
jbruciak@brownsville-pub.com, jlocke@brownsville-pub.com
cc: Mitch Robinson/Corp/Enron@Enron, Kay Mann/Corp/Enron@Enron, Drew 
Tingleaf/Enron@EnronXGate 

Subject: Letter of Intent


	


Gentlemen,

I have received a fax confirmation of Mr. Bruciak's execution of the 
Confidentiality Agreement this afternoon.  Thank you.

Attached is a draft Letter of Intent ("LOI") pertaining to our discussions 
about the feasibility and development of an approximate 500 MW power station 
sited at or near the Port of Brownsville.  The LOI is structured similarly to 
the existing Participation Agreement, wherein BPUB and ENA exclusively 
collaborate to investigate the feasibility of the power station and secure a 
suitable site, if justified.  It is proposed that ENA cover the costs of the 
development effort, including permitting and site acquisition, with such 
costs being eventually treated as either Project construction costs or 
operating costs, depending upon the nature of the expense.  I have also 
proposed that ENA pay BPUP a $10,000 Consulting Fee to cover any outside 
expenses associated with the drafting and execution of this agreement and the 
site option agreement(s).  The proposed term of the LOI expires 31 December 
2001, unless either of us determines earlier that the joint effort will not 
be successful.  During the term of the LOI, it is proposed that BPUB and ENA 
will determine and agree upon an appropriate Project equity participation and 
finance structure.

Something we may want to consider is the transfer of BPUB's equity in the 
Oklaunion plant in exchange for equity in the new Cameron County plant.  This 
would be especially appealing if BPUB's interest in Oklaunion also included 
switching rights through the nearby DC Tie and if there are additional 
Oklaunion interests available with DC Tie switching rights.  

Please let know a convenient time when we talk through the proposed LOI and 
address any of your questions.

JMoore