Gerald:
When I got your form I converted it to WordPerfect 9.0 and then did the
revisions.  Apparently when I converted it back to Word, it didn't
"take".  I was able to convert it to Plain Text which I am attaching to
this message.  At least you can read it.  Please call with any questions

Nemec, Gerald wrote:

>Keith,  The attached document was blank.  Could you resend the document?
>
>> -----Original Message-----
>>From: 	"P. Keith Daigle" <pkdaigle@neosoft.com>@ENRON
>>[mailto:IMCEANOTES-+22P+2E+20Keith+20Daigle+22+20+3Cpkdaigle+40neosoft
>>+2Ecom+3E+40ENRON@ENRON.com]
>>Sent:	Tuesday, August 14, 2001 4:26 PM
>>To:	Nemec, Gerald
>>Subject:	Sale of Assumption parish property  Our File ENR-02
>>
>>Gerald:
>>
>>Attached is my draft "Purchase and Sale Agreement" based on the form
>>used in Texas.  The following are the major revisions which I made:
>>
>>1.  I put the property description in the body of the agreement.  It
>>is
>>short enough and I find this prevents problems which occasionally come
>>up when using Exhibits.  I also added a blank for the municipal
>>address
>>of the improvements.  This is required by Louisiana law, IF the
>>property
>>has an address.
>>
>>2.  In paragraph "1"  and in the Act of Cash Sale, I added a
>>reservation
>>of mineral rights.  If you are not concerned about this it can be
>>taken
>>out.
>>
>>3.  In paragraph "3"  I added language specifically waiving buyer's
>>claims under the Louisiana laws of Redibition  which are specific
>>legal
>>warranties.
>>
>>4.  I changed paragraph "5" to limit buyer's indemnity to matters
>>arising after the closing date.
>>
>>5.  In paragraph "7"  I added a provision to allow the arbitrator to
>>order specific performance.  I also added provisions allowing the
>>parties to enforce the arbitrator's orders in court, and allowing the
>>parties resort to the courts for injunctive relief, if necessary.
>>
>>6.  I added a provision for awarding attorney's fees in paragraph
>>"13".
>>
>>7.  I added paragraphs "12", "14", & "15" which are helpful
>>boilerplate.
>>
>>8.  I added Paragraph "16" to provide a drop dead date.  The length of
>>time is purely arbitrary.
>>
>>Please call or e-mail me with any questions.
>>
>>Would you like me to handle the closing also?
>>
>>Keith
>>
>> - PURCHSALAGR << File: PURCHSALAGR >>
>>
>
>
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>**********************************************************************
>


                PURCHASE AND SALE AGREEMENT


       This Purchase and Sale Agreement (together with all Exhibits hereto and
  made a part hereof, this "Agreement") is entered into effective the 1st day of
  __________, 2001 (the "Effective Date") by LRCI, Inc. as "Seller", and The Police
  Jury for the Parish of Assumption, Louisiana, acting through its duly authorized
  President ___________________________, pursuant to Resolution No. _________
  of the Assumption Parish Police Jury dated __________, 2001, as "Buyer", each a
  "Party" and together, the "Parties."

       Whereas, Seller is the owner of the following described property located in
  Section 66, Township 13 South, Range 14 East, Assumption Parish, Louisiana:

       Commencing at a corner common to the Northwest corner of Robin
       Street and the Northeast corner of property now or formerly owned by
       Clifton Naquin, proceed N 38  03' 43" E a distance along the Western
       right of way line of Robin Street a distance of 49.26', thence along the
       same course a distance of 227.81' to a point, thence N 51  58' 32" W,
       a distance of 260.32', thence along the rear property line a distance of
       277.44' to a point, thence along the South property line a distance or
       260.02'to the point of beginning.

  containing 2.269 acres, more or less, as further depicted on the Survey Plat showing
  a 5.081 Acre Tract of Land Belonging to Louisiana Resources Co., dated February 22,
  1999, prepared by Harold J. Terracina, R.E., a copy of which is attached as Exhibit
  "A-1", and incorporated herein for all purposes, together whith all improvements
  located thereon and all appurtenances thereto, which property is hereinafter referred
  to as the "Subject Property."  The improvements located on the Subject Property
  bear Municipal Address ____________________________________, Louisiana,
  _________.

  Whereas, Seller is desirous of selling, and Buyer is desirous of purchasing,
  one hundred percent of Seller's interest in the Subject Property.

       Now Therefore, in consideration of the purchase price to be paid by Buyer to
  Seller and the mutual agreements contained herein, the Parties hereto acknowledge
  and agree as follows:

       1.   Description of Property.  Seller agrees to sell and Buyer agrees to
  purchase all of Seller's right, title and interest in the Subject Property. The actual
  sale of the Subject Property shall be by Cash Sale, containing special warranties,
  substantially in the form of Exhibit "B", attached hereto and incorporated herein for
  all purposes. Seller reserves the oil, gas, sulphur, salt and any other minerals, solid,
  liquid or gaseous, lying in, under or  which may be produced from the Subject
  Property, but this mineral servitude does not include the right to use the surface of
  the Subject Property for any mineral exploration, development or production.

       2.   Purchase Price.  The purchase price for the Subject Property to be paid
  by Buyer to Seller for the Subject Property shall be
  ___________________________________ Dollars ($ ____________) in cash due
  and payable by cashier's check made payable to Seller and delivered to Seller
  contemporaneously with the receipt by Buyer of the Cash Sale executed by Seller
  and vesting all of Seller's ownership interest in and to the Subject Property in Buyer.

       3.   Not an Option.  This is not an option, but it is an executory contract to
  buy and sell and it shall be so construed in all respects.  No Party may withdraw from
  this Agreement all Parties grant unto each other and reserve unto themselves the
  absolute right to demand specific performance of this Agreement.

       4.   Warranties by Seller.  Seller's interest in and to the Subject Property is
  and will be transferred to and accepted by Buyer "AS IS, WHERE IS" AND IN ITS
  PRESENT CONDITION AND STATE OF REPAIR.  BUYER ACKNOWLEDGES THAT
  SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND
  NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR
  IMPLIED, RELATING TO THE CONDITION OR QUALITY OF THE SUBJECT PROPERTY,
  INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES UNDER
  APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, AND ANY IMPLIED OR EXPRESS
  WARRANTY REGARDING ENVIRONMENTAL LAWS. BUYER HAS INSPECTED THE
  SUBJECT PROPERTY AND HAS SATISFIED ITSELF AS TO THE PHYSICAL AND
  ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT
  NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE
  OR DISPOSAL OF HAZARDOUS SUBSTANCES.  BUYER EXPRESSLY WAIVES ALL
  CLAIMS TO ANY AND ALL REDHIBITORY DEFECTS AND/OR VICES AND ALL CLAIMS
  BASED ON THE FITNESS OF THE SUBJECT PROPERTY FOR ANY INTENDED PURPOSE.
  BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE SUBJECT PROPERTY
  AND BUYER SHALL ACCEPT ALL OF THE SAME IN AN "AS IS, WHERE IS" CONDITION.
  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS PURCHASE
  AND SALE AGREEMENT AS TO THE SUBJECT PROPERTY.

       5.   INDEMNITIES.   BUYER SHALL INDEMNIFY, DEFEND, REIMBURSE AND
  HOLD SELLER, ITS PARENT AND AFFILIATES AND SUBSIDIARIES (THE "SELLER
  GROUP") FREE AND HARMLESS FROM ANY COSTS, CLAIMS, DAMAGES (WHETHER
  ON ACCOUNT OF PERSONAL INJURY OR DEATH OR ON ACCOUNT OR PROPERTY
  DAMAGE) OR CAUSES OF ACTION AND LOSSES OF WHATSOEVER NATURE
  (INCLUDING ATTORNEY'S FEES AND COURT COSTS) ARISING OUT OF, OR IN
  CONNECTION WITH OR IN ANY WAY ATTRIBUTABLE TO THE OWNERSHIP OF THE
  SUBJECT PROPERTY, ON OR AFTER THE CLOSING DATE, EXCEPT TO THE EXTENT
  SUCH COSTS, CLAIMS, DAMAGES, CAUSES OF ACTION OR LOSSES ARE DUE TO
  SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

       6.   Proration of Taxes.    All property, ad valorem and similar taxes
  applicable to the Subject Property shall be prorated as of the Effective Date between
  Seller and Buyer. Such proration shall be final and shall not be the subject of
  adjustment after the final bills are rendered.  Buyer shall be responsible for all taxes,
  except income taxes of Seller, and prepare all tax filings, in respect to the Subject
  Property that are required to be paid or filed after the Effective Date.  To the extent
  that any such taxes filed and paid by Buyer are prorated hereunder, Seller shall
  promptly pay, upon of receipt of an invoice therefor from Buyer, its pro rata share of
  same.  All taxes, except Seller's income taxes, occasioned by reason of this sale,
  whether real, personal or mixed, shall be borne and paid solely by Buyer.  If, for the
  current ad valorem tax year, the taxable value of the Subject Property that is the
  subject of this Agreement is determined by a special appraisal method that allows for
  appraisal of the property at less than market value, the person to whom the property
  is transferred may not be allowed to qualify the Subject Property for that special
  appraisal in a subsequent tax year and the Subject Property may then be appraised
  at its full market value.  In addition, the transfer of the Subject Property or a
  subsequent change in the use of the property may result in the imposition of an
  additional tax plus interest as a penalty for the transfer of the change in the use of
  the land. Buyer acknowledges that there shall be no proration for, and Buyer shall be
  responsible for, payment of any "roll back" taxes or any other redetermination of
  property taxes assessed or relating to the year of the closing and years preceding the
  year of closing due or based upon any change in the use of the Subject Property at
  and after the closing hereunder.

  7.        Disputes.   Any dispute relating to this Agreement shall be resolved by
  binding, self-administered arbitration pursuant to the Commercial Arbitration Rules of
  the American Arbitration Association ("AAA") and all such proceedings shall be
  subject to the Federal Arbitration Act.  A single arbitrator shall be selected under the
  expedited rules of the AAA.  Only damages allowed pursuant to this Agreement may
  be awarded and the arbitrator shall have no authority to award consequential, treble,
  exemplary or punitive damages of any type under any circumstances regardless of
  whether such damages may be available under Louisiana law. The arbitrator shall
  have the power to award the remedy of specific performance. The results of such
  arbitration shall be conclusive and binding, provided, however, that both Parties shall
  have the right to apply to a court of competent jurisdiction for such equitable relief as
  is necessary to preserve and enforce their rights under this Agreement.
  Notwithstanding any of the foregoing provisions, either Party may join the other
  Party to any action, suit or proceeding with respect to which the Party seeking such
  joinder is a defendant, if the other Party is required to defend, indemnify, and hold
  harmless such defendant in accordance with the terms of the provisions hereof.
  Judgment upon the award rendered by the arbitrator may be entered in any court
  having a jurisdiction hereof.

  8.      Entirety and Severability.  This Agreement constitutes the entire
  agreement of the Parties related to the purchase and sale of the Subject Property.
  There are no prior or contemporaneous agreements or representations (whether oral
  or written) affecting the Subject Property other than those herein expressed.  In case
  any one or more of the provisions contained in this Agreement shall for any reason
  be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
  or unenforceability shall not affect any other provision hereof, and this Agreement
  shall be construed as if such invalid, illegal or unenforceable provisions had never
  been herein contained.

  9.      Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED UNDER AND
  IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA AND FEDERAL LAW
  AS SET FORTH IN PARAGRAPH 7 ABOVE.

  10.     Successors and Assigns.  This Agreement, and all of the terms and
  provisions hereof, shall be binding upon and shall inure to the benefit of the Parties
  hereto, and their respective successors and assigns.

  11.  Counterparts.  This Agreement may be executed in any number of
  counterparts, each of which shall be deemed to be an original and need not be signed
  by more than one of the Parties and all of which shall constitute one and the same
  agreement.

       12.  Further Assurances.  Each Party agrees that it will promptly perform all
  other acts and execute and deliver all other documents as may be necessary or
  appropriate to carry out the intent and purposes of this Agreement.

       13.  Attorney's Fees.  In the event of the commencement of an arbitration
  proceeding or a breach of any of the provisions contained herein by either Party, the
  prevailing Party shall be entitled to collect from the other Party, as part of its
  damages for said breach, reasonable attorneys' fees associated with enforcing or
  defending any provision hereof.

       14.  Amendments. This Agreement may be modified or amended only in
  writing signed by both Parties which expressly refers to this Agreement and states an
  intention to modify or amend it.  No such amendment or modification shall be
  effected by use of any purchase order, acknowledgment, invoice or other form of
  either Party and in the event of conflict between the terms of this Agreement and any
  such form, the terms of this Agreement shall control.

       15.  Waiver.  A waiver by either Party of a breach of any of the terms of
  this Agreement by the other Party shall not be deemed a waiver of any subsequent
  breach of the terms of this Agreement.  The failure of any Party to insist upon strict
  performance of any provisions of this Agreement or to exercise any right under it
  shall not constitute a waiver of that provision.

       16.  Termination.  This Agreement shall expire and shall be of no further
  force or effect Ninety (90) days from the Effective Date unless prior to such time the
  Parties have entered into an act of Cash Sale transferring the Subject Property from
  the Seller to the Buyer.

       Each Party does hereby execute this Agreement as of the ________ day of
  ______, 2001.

  WITNESSES:                         LRCI, INC.

  ________________________      By: _______________________
                                                         Name:_____________________
  ________________________      Title:_______________________


                                THE POLICE JURY OF ASSUMPTION
                                PARISH LOUISIANA

  ________________________      By: _________________________
                                Name: _______________________
  ________________________                President




                        EXHIBIT "A"



  
                       EXHIBIT "A-1"




        NOT FOR EXECUTION   EXHIBIT AS TO FORM ONLY
                        EXHIBIT "B"

                     State of Louisiana
                    Parish of Assumption
                      ACT OF CASH SALE

       Be it Known, that on this ____ day of ________, 2001 before me,
  _____________________________, Notary Public, duly commissioned and qualified
  within the jurisdiction indicated, and in the presence of the undersigned witnesses,
  personally came and appeared:

       LRCI, Inc. , Tax Identification Number _______________________, acting
       through its duly authorized ______________________, pursuant to that
       resolution of LRCI, Inc. dated _________________, a copy of which is
       attached hereto,  whose present mailing address is
       _______________________________________,  hereafter referred to as
       "SELLER";

  who declared that for the price of _______________________________________
  ($ ________) DOLLARS cash, receipt of which is acknowledged, SELLER hereby sells
  and delivers without any warranty of title whatsoever except for the acts of the
  SELLER, but with full subrogation to all rights and actions of warranty SELLER may
  have, unto:

       The Police Jury for the Parish of Assumption, Louisiana, Tax
       Identification Number _______________________, acting through its duly
       authorized President, ___________________________, pursuant to
       Resolution No. _________ of the Assumption Parish Police Jury dated
       __________, 2001, and whose present mailing address is
       _____________________, Napoleonville, LA, __________, hereafter referred
       to as "PURCHASER";
  
  the following described property, with all its component parts, including all rights,
  ways, privileges, servitudes and appurtenances thereto belonging, the possession of
  which PURCHASER acknowledges:

       Section 66, Township 13 South, Range 14 East, Assumption Parish,
       Louisiana:

            Commencing at a corner common to the Northwest
            corner of Robin Street and the Northeast corner of
            property now or formerly owned by Clifton Naquin,
            proceed N 38  03' 43" E a distance along the Western
            right of way line of Robin Street a distance of 49.26',
            thence along the same course a distance of 227.81' to a
            point, thence N 51  58' 32" W, a distance of 260.32',
            thence along the rear property line a distance of 277.44'
            to a point, thence along the South property line a
            distance or 260.02'to the point of beginning.

       containing 2.269 acres, more or less, as further depicted on the Survey
       Plat showing a 5.081 Acre Tract of Land Belonging to Louisiana
       Resources Co., dated February 22, 1999, prepared by Harold J.
       Terracina, R.E., a copy of which is attached as Exhibit "A-1", and
       incorporated herein for all purposes, together with all improvements
       located thereon and all appurtenances thereto,

       The property conveyed herein has as its municipal address,
       ___________________________________________________________.

  SELLER reserves the oil, gas, sulphur, salt and any other minerals, solid, liquid or
  gaseous, lying in, under or  which may be produced from the Subject Property, but
  this mineral servitude does not include the right to use the surface of the Subject
  Property for any mineral exploration, development or production.

  This Sale is made pursuant and subject to all of the provisions of that certain
  Purchase and Sale Agreement dated effective as of _____________________, 2001,
  by and between Buyer and Seller and the delivery of this Act of Cash Sale shall not
  affect, enlarge, diminish or otherwise impair any of the warranties, representations,
  disclaimers or covenants made in the Purchase and Sale Agreement and all of such
  warranties, representations, disclaimers and covenants shall survive the delivery of
  this Act of Cash Sale to the extent, and in the manner, set forth in the Purchase and
  Sale Agreement.

  Taxes for the current year will be prorated.

  All parties signing the within instrument have declared themselves to be of full legal
  capacity and have declared that the name, marital status, domicile and address of
  each is correct as set forth above.

  All agreements and stipulations herein and all the obligations assumed herein shall
  inure to the benefit of and be binding upon the heirs, successors and assigns of the
  respective parties, and the PURCHASER, PURCHASER's heirs and assigns shall have
  and hold the described property in full ownership forever.

  This conveyance is made and accepted, SUBJECT TO, any and all covenants,
  conditions, restrictions, easements, and/or reservations which may appear of record
  in the public records of Assumption Parish, Louisiana, affecting the Subject Property.
  Appearers recognize that, except to the extent separately certified in writing, no title
  examination of said property has been performed by the undersigned Notary(s), and
  said parties release the undersigned Notary(s), from all liability therefor.

  This Agreement may be executed in any number of counterparts, each of which shall
  be deemed to be an original and need not be signed by more than one of the Parties
  and all of which shall constitute one and the same agreement.

       Thus Done and Passed in the presence of the undersigned competent
  witnesses, who sign with appearers and the undersigned Notary(s), after due reading
  of the whole.

   Witnesses:                   Seller:

  _____________________         __________________________


  _____________________


               __________________________________
                  NOTARY PUBLIC, in and for the
                  County of _____________, Texas
              My commission expires, ______________



  Witnesses:                Buyer:

  _____________________          __________________________

  _____________________

               __________________________________
                  NOTARY PUBLIC, in and for the
                 Parish of Assumption, Louisiana
              My commission expires, ______________