Attached are clean copies of the following:

1.  Assignment of Interest in Haywood Power I, LLC;
2.  Amendment No. 3 to Securities Purchase Agreement;
3.  Amendment No. 4 to Project Development Agreement;
4.  Certificate of AES Greystone, LLC; and
5.  Certificate of Volunteer Land Development Company, LLC

Please call with any questions.

Aaron P. Roffwarg
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas 77002-2781
Phone: 713.221.1117
Fax:     713.221.2184
email: aroffwarg@bracepatt.com

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or entity to 
which it is addressed and may contain information that is privileged, 
confidential, and/or exempt from disclosure under applicable law.  If you are 
not the intended recipient, you are hereby notified that any dissemination of 
this information is strictly prohibited.  If you have received this 
information in error, please notify us immediately by telephone at 
713.221.1117 or by fax at 713.221.2184, and confirm that you have destroyed 
this information and any copies.  Thank you.


>>> Aaron Roffwarg 05/10/01 05:09PM >>>
In connection with tomorrow's closing, attached for your review are revised 
versions of the Amendments to the SPA and PDA, revisions to the Assignment of 
Interests, and "Date Down" Certificates for the Purchaser and the Seller.  
Please note that these comments are being distributed to the whole group 
simultaneously and are subject to change.  Best regards.





Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or
entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.

 - ASSIGNMENT OF INTERESTS.doc
 - AMENDMENT NO 3 TO SPA.doc
 - AMENDMENT NO 4 TO PDA.doc
 - BUYER REPRESENTATION CERTIFICATE.doc
 - SELLER REPRESENTATIONS CERTIFICATE.doc