---------------------- Forwarded by Kay Mann/Corp/Enron on 01/02/2001 12:33 
PM ---------------------------


Lisa Bills
12/27/2000 11:21 AM
To: Kay Mann/Corp/Enron@Enron
cc: Roseann Engeldorf/Corp/Enron@ENRON 

Subject: FW: Draft Bill of Sale

Here's the bill of sale I promised to you.  Why don't you arrange a call/mtg 
with Rose and me to discuss form of notice/information.  We should probably 
start with the WestLB Purchase Option Assignment and Assumption form and 
redraft it to include what we want and think the bank will require in 
addition to what they asked for.

Lisa
---------------------- Forwarded by Lisa Bills/Corp/Enron on 12/27/2000 11:19 
AM ---------------------------


KWiemer@milbank.com on 12/22/2000 05:15:58 PM
To: lisa.bills@enron.com, roseann.engeldorf@enron.com, mmckay@velaw.com
cc:  

Subject: FW: Draft Bill of Sale




And here is the bill of sale, also opened and saved on our system. If Mike 
had a more recent version of this I don't think we got it. - KW

-----Original Message----- 
From:?? McKay, Michael (NY) [SMTP:mmckay@velaw.com] 
Sent:?? Saturday, December 09, 2000 1:56 PM 
To:???? Wiemer Karl (E-mail); Michalchuk Daniel (E-mail) 
Cc:???? Lisa Bills (E-mail); Roseann Engeldorf (E-mail); Tweed Shelia 
(E-mail); Vrielink, Cliff; Woodworth, Thomas 
Subject:??????? Draft Bill of Sale 

I attach a draft Bill of Sale to be attached as Exhibit 7.1 to the DCMA. 
Please note that it remains subject to comment by Enron. 

Thank you. 

Michael McKay 
Vinson & Elkins L.L.P 
1325 Avenue of the Americas 
New York, N.Y. 10019 
Tel:?????? 917-206-8115 
Fax:????? 917-849-5311 
Mobile:? 203-243-5681 
Email:???? mmckay@velaw.com 

?<<NewYork_13338_2.DOC>> 
????????? ++++++CONFIDENTIALITY NOTICE+++++ 
The information in this email may be confidential and/or privileged.? This 
email is intended to be reviewed by only the individual or organization 
named above.? If you are not the intended recipient or an authorized 
representative of the intended recipient, you are hereby notified that any 
review, dissemination or copying of this email and its attachments, if any, 
or the information contained herein is prohibited.? If you have received 
this email in error, please immediately notify the sender by return email 
and delete this email from your system.? Thank You <<NewYork_13338_2.DOC>> 

This e-mail message may contain legally privileged and/or confidential 
information. If you are not the intended recipient(s), or the employee 
or agent responsible for delivery of this message to the intended 
recipient(s), you are hereby notified that any dissemination, 
distribution or copying of this e-mail message is strictly prohibited. 
If you have received this message in error, please immediately notify 
the sender and delete this e-mail message from your computer. 


 - NewYork_13338_2.DOC