Barbara,

Attached is the Memorandum Of Agreement referenced in my voicemail to you of 
10:15 a.m. today.  The Turbine sale is to be documented by an Asset Purchase 
Agreement attached as Exhibit E--it is very vanilla from a Seller's 
perspective and should be easy to negotiate into final form.

As mentioned in my voicemail, the only legal issue I have with the Barge Sale 
portion of the document is Section 12 (b), the Indemnification Clause which 
does not indemnify ENA for third party claims arising out of BargeCo's breach 
of the contract.  A reasonable compromise, in my opinion, would be to require 
Bargeco to indemnify us against third party claims for which there is no 
specifically identified remedy (such as delay damages or MW buydown damages) 
in the Memorandum of Agreement.  This would take care of most LIPA risks.

Aside from the foregoing, I'm happy with the document.  Now Ron and Curly 
Baca have to come to terms on (i) the 90/10 Price payment timing; (ii) the 
$1,000,000 in spares that Ron thought he was buying and (iii) whether the is 
a purchase price adjustment if the barges test out at less than 66 MW of 
capacity.

Thanks,

Steve
----- Forwarded by Steve Van Hooser/HOU/ECT on 07/19/2000 10:17 AM -----

	"DEBBIE STANLEY" <dstanley@gardere.com>
	07/18/2000 05:36 PM
		 
		 To: carlos.ryerson@enron.com, Curly.Baca@enron.com, Kirk.McDaniel@enron.com, 
Steve.Van.Hooser@enron.com
		 cc: "DAVID JUNGMAN" <djungman@gardere.com>
		 Subject: Sale of Power Barges to Enron North America Corp.


As instructed by David Jungman, attached is a memo and redlined Memorandum of 
Agreement for your review.

 - 495785(1).doc
 - 495734(RED).doc