Heather,

This is a rough cut of a services agreement.  Since the loan agreement, 
services agreement and LLC agreement are all pieces of the same puzzle, I 
thought I would send it your way.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/27/2000 06:35 
PM ---------------------------
   
	Enron North America Corp.
	
	From:  Kay Mann                           09/19/2000 11:45 AM
	

To: Gregg Penman/Corp/Enron@Enron
cc:  

Subject: Services agreement

This is a very rough draft based on an agreement done previously with a jv 
company.  I'm sending it for Enron review only, since I haven't even read the 
entire thing yet.  I thought you might want to take a look at it to see what 
you think, and to consider the scope of the services to be provided.

As for legal services, one alternative would be to have the services provided 
by an outside law firm, not associated with either principal.

Could you forward me what you received from Clement regarding the corporate 
guaranty issue?  I would like to see what's the latest in that regard.

Thanks,

Kay