Attached please find both blacklined and execution of the respective O&M 
Agreements for the 2 facilities, excluding certain exhibits.  Jay Sonneburg 
with Bracewell will be taking the execution copies with him in order to get 
the 2 LLC's signature when Enron takes control of the LLCs.

Jay will attach Schedule 1 to each agreement which is a description of the 
facilities.  My understanding is that Dwight will be forwarding electronic 
versions of Schedule 2 - Permits and Schedule 3 - Budget for both 
agreements.  All other schedules are already attached to the agreements 
themselves.

Because I will be out of the office most of the day tomorrow in meetings and 
Jay will have his hands otherwise very full at the closing, I would suggest 
getting with me asap on Tues. if any material changes are needed.  At this 
point I would not recommend changing any non-material changes.

I am available today to discuss at your convenience and can be reached at 
(713) 221-1396.  Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas  77002-2781
phone: 713.221.1396
fax:      713.221.2134
email: dlocascio@bracepatt.com

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 - Redline O&M AGREEMENT for LUMBERTON.doc
 - Execution Copy of O&M AGREEMENT for LUMBERTON.doc
 - Redline O&M Agreement for Elizabethtown.doc
 - Execution Copy of O&M Agreement for Elizabethtown.doc