Mr.  Drexelius, 

 Per Barry Tycholiz request, attached is the letter agreement for assignment 
and payment for the Kern River Capacity.  Please execute immediately and fax 
to my attention at (713) 646-3490.  Upon receipt I will forward to Barry for 
decision to execute or not by 1:00 pm.  Thank You for your prompt attention 
to this matter.