Jeff, here are Colleen's comments.  At your convenience, let's meet to 
discuss.
---------------------- Forwarded by Susan Scott/ET&S/Enron on 03/21/2000 
10:16 AM ---------------------------


Colleen Raker
03/20/2000 07:37 PM
To: Susan Scott/ET&S/Enron@ENRON
cc:  

Subject: Calpine/ TW Measurement and Control Facilities Operating Agreement

Attached is a black-lined version of my redraft of certain provisions of the 
3/03/00 draft of the above Agreement.  The purpose of my changes was to (i) 
apportion the risk assumed by TW and Calpine based on the economic benefits 
realized by the parties and the ability of a party to insure against the 
risk, and (ii) to clearly identify the parts of the facilities to be serviced 
by TW and the list of services routinely performed.  I noticed that there is 
no insurance  coverage  required of either Party.  I expect that Calpine 
insures its property against casualties and is therefore in the best position 
to assume the risk of loss or damage to its property.   On the other-hand, 
third party property that is in the care, custody and control of TW while it 
performs its work, is not covered by Enron's standard general liability 
policies.  Builder's risk  coverage must be purchased to cover this risk; the 
coverage is expensive.  Section 5.4 and Section 4.1 reflect this reasoning. 

If TW plans to limit its financial responsibility to the amount of money 
collected by Customer from TW's insurance carriers, then an Insurance section 
should be included, and the penultimate sentence of Section 5.4 further 
edited to stipulate that limitation.  If TW's limitation of liability is to 
be a percentage of the total amount of revenues and compensation it receives 
under this transaction, then that dollar-amount should be inserted in the 
latter mentioned sentence of Section 5.4.

Please contact me if you have any questions about my changes.