---------------------- Forwarded by Catherine Clark/HOU/ECT on 11/27/2000 
08:45 AM ---------------------------


"Taylor, Rob" <robtaylor@akllp.com> on 11/24/2000 12:55:59 PM
To: <toxley@winston.com>, <roseann.engeldorf@enron.com>, 
<catherine.clark@enron.com>
cc:  
Subject: Austin Project Purchase Option


Attached is a revised draft of the Purchase Option Assignment and
Assumption Agreement for the LM6000s to be used in the Austin Project.
The attached reflects the comments of Winston & Strawn.  Also attached
is an execution copy of the agreement.

Serial numbers and other identifying information should be inserted on
Schedule 1 to the agreement prior to execution.

Please call me if you have any questions or comments.

Regards,

Rob Taylor
Andrews & Kurth L.L.P.
600 Travis Street
Suite 4200
Houston, Texas  77002

Tel: (713) 220-4436
Fax: (713) 238-7273
e-mail: robtaylor@andrews-kurth.com

This e-mail is privileged and confidential and is intended only for the
recipient(s) named above.  If you are not the intended recipient, please
(i) do not read, copy, use or disclose the contents hereof to others
(any of the foregoing being strictly prohibited), (ii) notify the sender
immediately of your receipt hereof, and (iii) delete this e-mail and all
copies of it.
 <<Purchase Option Assignment/Assumption.DOC>>  <<PO (Austin) -
Compare.DOC>> 
 - Assumption.DOC
 - PO (Austin) - Compare.DOC