<<2RZ502!.DOC>>  <<2rz602!.DOC>>  <<2rz802!.DOC>>

Kay:

We have enclosed the most recent drafts of the following "prototype"
documents:

1.  Letter Agreement for the turbine transaction;
2.  Letter Agreement for the transformer transaction
3.  Limited Liability Company Agreement fur the turbine/transformer
transaction.

These documents were last revised on 12/15/2000.  Since that time, we made a
number of changes to the letter agreement in the InterGen transaction that
you might also wish to consider for the prototype.  These items include (i)
provisions for submission and approval of the facility agreement, (ii)
requirement that the entire purchase price be funded into escrow upon
approval of the facility agreement, (iii) pro-ration of property taxes, (iv)
requirement for liability insurance through date of commercial operation,
and (v) tweaks in the termination language that would provide a right to
terminate, rather than automatic termination.  Let me know if we can be of
any assistance.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 129569v2
  129570v2
  129572v2




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 - 2RZ502!.DOC
 - 2rz602!.DOC
 - 2rz802!.DOC