See below.  My comments are in quotation marks "".

Mitch





"Rippy, Roger" <rogerrippy@akllp.com> on 12/07/2000 09:29:26 PM
To: <Mitch.Robinson@enron.com>
cc: <stuart.zisman@enron.com> 

Subject: Schedule Updates


Mitch,

There are a few items on which I need your input in order to update the
schedules for Brownsville and Caledonia.  Stuart has asked me to follow
up with you.

In re: Brownsville

I am still waiting on certain purchase orders from KVB Intertech and
Seimens (for telephone support), as well as any others that may be out
there.

"Mitchell/Ross, please have them faxed to my office number at 713-345-7384.  
Time has become more critical.  In order to save time, please also fax copies 
directly to Roger's office - - the fax number is below"

In re: Caledonia

I am also waiting on a purchase order from KVB Intertech, as well as any
others that may be out there.

"Pat/Ross, please fax to my office and directly to Roger"

Further, I am waiting on some spill info for Schedule 4.1(n),
Environmental Matters, of Caledonia.  Specifically, I need a blurb to
insert into the schedule.

"Already sent by Gus.  Let me know if you need anything else."

Also, on Schedule 7.12, Stuart stated that you are preparing some
updated to Excluded Assets for Caledonia.

"Pat, you stated in our conference call that there were some items that might 
have been at the plant that were of a personal nature and therefore would not 
be included in the asset sale.  In general, if they are low dollar (e.g. 
$500), then I don't believe you need to specifically exclude them.  This 
isn't meant to be a big deal; what I don't want to have happen is the buyer 
gets the plant and remembers a large drill press was at the plant and isn't 
anymore because it was your personal press.  Make sense??"


Finally, I am not clear on what to do on Schedule 4.1(v) on Caledonia in
regard to the defective blades as well as to some problem with the
(Westinghouse) bearings.  I need blurbs to insert into the Schedules.  I
have seen some documentation via e-mail, but do not know how these items
should be described in the Schedules.

"Had a discussion with a bidder this morning.  I recommend the following 
blurb.  Please review from a legal stand point and advise. - - - Though the 
generator bearings are operating correctly, the Brownsville turbine vendor 
has implemented an upgrade to these bearings at other plants.  Enron will 
make commercially reasonably efforts to get the vendor to conduct this 
upgrade as a warranty item. - - - The Caledonia turbine vendor has recently 
issued a Technical Information Letter (TIL) that could limit turbine 
operations during low ambient conditions.  Enron will make commercially 
reasonable efforts prior to deal closing to implement the control curve 
changes recommended in the TIL - - - Enron will continue to make commercially 
reasonable efforts to install new silencers on the exhaust of units 1 and 2 
at Brownsville in an attempt to mitigate possible start-up noise.  Enron will 
provide XXXXXXX copies of technical descriptions of the silencer improvements 
once received from the vendor.  If vendors provide possible solutions that 
substantially deviate from a silencer upgrade, Enron will get xxxxxxx's 
concurence prior to proceeding.  Enron will cover the cost of the silencer 
upgrade up to $500,000, and Enron will make commercially reasonable efforts 
to complete the upgrade prior to June 1, 2000.  If the upgrade completion is 
not likely to occur prior to June 1, 2000, Enron will get xxxxxx's 
concurrence prior to proceeding."


Please update me at your earliest possible convenience as we are still
in negotiations with the counterparty and may be executing this
agreement this weekend.

Please call me with any questions.

Thanks.

RAR

Roger A. Rippy, Attorney
Andrews & Kurth LLP
600 Travis Street, Suite 4200
Houston, TX 77002
Phone: 713.220.4458
Fax: 713.238.7128
e-mail: rogerrippy@andrews-kurth.com