The GE facility agreements are nearing completion.  There will be facility 
agreements for Fountain Valley (aka PSCO) and for LV Co Gen.  The form is 
attached for your review.

In addition to the facility agreements, the parties will execute the override 
letters, in the form we developed last month.   Here is the override letter:




Please advise if there are any issues which need to be addressed.

Thanks,

Kay


---------------------- Forwarded by Kay Mann/Corp/Enron on 01/04/2001 12:29 
PM ---------------------------


"Thompson, Peter J." <peterthompson@akllp.com> on 01/04/2001 08:13:18 AM
To: "Kay Mann (E-mail)" <kay.mann@enron.com>
cc: "Pipitone, Paul" <paulpipitone@akllp.com>, "Cobb, Chris" 
<chriscobb@akllp.com> 

Subject: Fountain Valley/GE Facility Agreement and Exhibits



Attached please find the Fountain Valley/GE Facility Agreement and
Exhibits, as well as blacklines (the first two documents) showing
changes from the form documents.

To complete each, we will need:

1. The contact information for Sections 6.7.2, 25.1 and 25.3 of the
Agreement.

2. Please have the business team confirm the Purchase Amount and
the Guaranteed Delivery Dates.  The information that I pulled off of the
spreadsheet that you provided (which is the information incorporated in
the Agreement) is inconsistent with the information that Alan Larsen
provided.

3. Do we want to use the Exhibit B-1 (Specification) from the
original West LB Agreement for this deal?

4. Do we need Exhibit R (Schedule of Witness Test Points)?

5.  Exhibit H will be attached prior to execution.
 <<E-Next Generation Agt - Comparison of Form to Current.DOC>>
<<Fountain Valley Exhibits - Comparison of Form to Current.DOC>>
<<Fountain Valley Turbine Agreement.DOC>>  <<Fountain Valley/E Next
Generation Exhibits.DOC>> 
 - E-Next Generation Agt - Comparison of Form to Current.DOC
 - Fountain Valley Exhibits - Comparison of Form to Current.DOC
 - Fountain Valley Turbine Agreement.DOC
 - E Next Generation Exhibits.DOC