Doug -

 Thanks for the message and let me be the first to welcome you to the Dabhol 
team.  Please send a copy of the FMA to Bruce Lundstrom and his team for 
review.   One of us will get back to you to discuss a way forward.  

 That aside, I'm pretty impressed with your "third party beneficiary" 
proposal.  Did you learn that in Hainan?



 -----Original Message-----
From:  Leach, Doug  
Sent: Thursday, May 31, 2001 1:17 PM
To: Walls Jr., Rob
Cc: Cline, Wade; Robison, Michael; Price, Brent A.; Nowlan Jr., John L.; 
McConnell, Mike; Shankman, Jeffrey A.
Subject: EFI/DPC FMA

In light of the impending arbitration proceedings between DPC and MSEB should 
we file a third party beneficiary claim against MSEB regarding the Fuel 
Management Agreement? The FMA is not part of Enron's equity in the plant, but 
is directly related to MSEB's performance under the PPA. EFI is due $2.5 
million per year in monthly installments, fluctuating with the plant's 
availibility and based on DPC being paid by MSEB. Currently $13.8 million of 
MTM value and approximately $21 million of acurral (non PV dollars) is at 
risk on Enron's books. The DPC plant went commercial in May, 1998 so there 
are seventeen (17) years left on the FMA. What if anything should we do to 
protect EFI's interest?