----- Forwarded by Gerald Nemec/HOU/ECT on 02/14/2001 05:18 PM -----

	Eric Gillaspie
	02/14/2001 03:30 PM
		 
		 To: Gerald Nemec/HOU/ECT@ECT
		 cc: Greg Brazaitis/HOU/ECT@ECT
		 Subject: Rio Nogales Operation costs cap

Gerald,

Greg and SCS recommended we put a cap in for our expenditures on operation 
costs that HPL was willing to eat for the HPL Operated Facilities.  I have 
modified section 5 accordingly for your review:

5. Operation.  RNP shall operate and maintain the RNP Facilities in 
accordance with sound and prudent natural gas industry practice and shall be 
fully responsible for the routine operation and maintenance thereof and for 
all cost and expense associated therewith.  HPL shall operate and maintain or 
cause the operation and maintenance of the HPL Facilities in accordance with 
the Standards and with sound and prudent natural gas pipeline industry 
practice and shall be fully responsible for the operation and maintenance 
thereof and for all cost, expense and risk associated therewith.  HPL shall 
operate and maintain or cause the operation and maintenance of the HPL 
Operated Facilities in accordance with the Standards and with sound and 
prudent natural gas pipeline industry practice and shall be fully responsible 
for the routine operation and maintenance thereof and for all cost, expense 
and risk associated therewith, except RNP shall be fully responsible for any 
cost and expense associated with any repairs, maintenance, and capital 
expenditures that are in excess of $3,000.00 for a single item (the 
"Maintenance Items").  HPL shall invoice RNP for the Maintenance Items 
performed by HPL on the HPL Operated Facilities, and RNP shall pay such 
invoice within 15 days of its receipt thereof.  RNP shall be responsible for 
any Meter Fee assessed, as defined in Section 3 above, and for the electric 
power and phone service, required for the Interconnect.  

Eric Gillaspie
713-345-7667
Enron Building 3886