Kay,

Attached for your review is a preliminary draft of Purchase Agreement
between Enron North America, Inc. and TECO Power Services Corporation
relating to the membership interests in Midway Development Company, LLC.
Please contact John Keffer or me with your comments when you have a moment.

By the way, it's great to be back at K&S, and I look forward to working with
you again.

Regards,

William R. Parish, Jr.

King & Spalding

1100 Louisiana, Suite 3300

Houston, Texas 77002

Tel: 713/276-7413

Fax: 713/276-7440

E-mail: bparish@kslaw.com <mailto:bparish@kslaw.com>




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