FYI.
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/22/2000 11:06 
AM ---------------------------


"Taylor, Rob" <robtaylor@akllp.com> on 11/22/2000 10:01:17 AM
To: <sheila.tweed@enron.com>, <kay.mann@enron.com>, 
<stuart.zisman@enron.com>, <roseann.engeldorf@enron.com>, 
<catherine.clark@enron.com>, <lisa.bills@enron.com>, <toxley@winston.com>
cc: "Popplewell, Tom" <tompopplewell@akllp.com> 

Subject: Purchase Option Assignment and Assumption Agreement (re Austin 
Project)


Attached is a draft of the Purchase Option Assignment and Assumption
Agreement relating to the 4 LM6000 turbines to be used in in the Austin,
Texas Project.  This document is based on the form used in connection
with the purchase of two ABB Transformers in October for use in the
Project.  Please let me know if you have any questions or comments.
 <<Assumption.DOC>>
Regards,

Rob Taylor
Andrews & Kurth L.L.P.
600 Travis Street
Suite 4200
Houston, Texas  77002

Tel: (713) 220-4436
Fax: (713) 238-7273
e-mail: robtaylor@andrews-kurth.com

This e-mail is privileged and confidential and is intended only for the
recipient(s) named above.  If you are not the intended recipient, please
(i) do not read, copy, use or disclose the contents hereof to others
(any of the foregoing being strictly prohibited), (ii) notify the sender
immediately of your receipt hereof, and (iii) delete this e-mail and all
copies of it.

 - Assumption.DOC