<<New TW Consent.doc>> 
Michelle,
My regrets for the delay in getting this to you - however, prompted by the
comments supplied by your legal counsel, we've discovered, and are
verifying, that the first Consent to Assignment Agreement that we forwarded
to Lorraine referenced the WRONG Agreement - a possible mistake on our part,
and if it turns out to be so, something we regret happened.  Again, I will
confirm once my legal team confirms.

Instead, it has become (painfully) obvious that the Agreement that should
have been referenced in the Consent to Assignment document is the
Measurement and Control Facilities Operating Agreement dated February 12,
2001 between Transwestern and CPN South Point LLC ( now, Calpine
Construction Finance Company, LP as successor by merger to CPN South Point
LLC).  The New Consent provided above has been modified and we suspect that
no edits will be necessary: To confirm, South Point Energy Center, LLC will
be funded with assets transferred from Calpine Construction Finance Company,
LP at the closing scheduled for Oct. 18, 2001.  

Your facilitation of the Consent to Assignment is appreciated - pls. contact
me with any questions.


Michele A. Blanco, P.E.
Manager, Asset Optimization
Calpine Corporation - Western Region  
4160 Dublin Blvd.
Dublin, CA 94568-3139
(925) 479-6755
(925) 479-7311 Fax
mblanco@calpine.com