----- Forwarded by Richard B Sanders/HOU/ECT on 07/23/2000 08:48 AM -----

	"Heath, Paul" <pheath@velaw.com>
	07/20/2000 03:37 PM
		 
		 To: "Richard Sanders (E-mail)" <richard.b.sanders@enron.com>
		 cc: 
		 Subject: Enron/Ecogas


Richard-
 The following is a list of  initial due diligence items that we need
to review in advance of a more comprehensive meeting:

1. All closing documents for the Enron stock purchase and loan.

2. Corporate organizational chart for both personnel and legal entities.

3. All audited and interim financials on Ecogas since January of 1999 (on an
entity by entity basis, if available).

4. List of payables on a per entity basis.

5. All major customer contracts (e.g. Frito Lay), real property leases and
any leases at waste disposal sites.

6. Enron consulting agreement and any employment agreements.

7. Organizational documents for each entity.

8. List of intercompany payables.

9. All documents relating to long tem debt (e.g. bonds) and notes on trade
payables.

10. All internal Enron business and financial reports evaluating whether to
make the investment and any subsequent Enron business or financial reports
evaluating the business.

11. Legal analysis prepared by counsel to Enron regarding Ecogas.

12. Ecogas board minutes since July of 1999.

13. Any Ecogas business plans submitted to Enron.

14. Any appraisals or valuations of Egogas or its assets.

15. Information submitted to IRS in connection with request for private
letter ruling on Section 40 tax credits.

16. List of any transfers made to ENA by Ecogas since July of 1999.

17. Documents relating to Fidelity tax credits.

18. Documents relating to Freshgas letter of credit.

These documents should give us a good start in evaluating the situation.
Please feel free to send them to me on a piecemeal basis. Thanks again for
using V&E on this engagement and I very much look forward to working with
you and your team.

Paul Heath
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2975
Phone 214.220.7976
Fax 214.999.7976
E-mail pheath@velaw.com

PRIVILEGED AND CONFIDENTIAL
Contains attorney-client communications and or attorney work product