I reviewed the draft you forwarded.  Looks good.  I have the following two 
questions:  

Section 1.1 - The fourth sentence down in the parenthesis "(whether owned or 
leased by LESSEE)".  Shouldn't that read "(whether owned, operated, or leased 
by LESSEE)" since Mariner only operates the Property for MEGS?

Term  -  Shouldn't the term mirror the term for the Production Handling 
Agreement?  Section 7.1.2.e allows termination after January 1, 2005.  Why 
would Marathon want to terminate while the PHA is still in effect?






	"Bradley G Penn" <BGPenn@MarathonOil.com>
	06/14/2000 09:16 AM
		 
		 To: lvickers@br-inc.com, Gerald.Nemec@enron.com, jdegraffenreid@hess.com, 
gharless@mariner-energy.com
		 cc: ERGetz@MarathonOil.com, JCAlbert@MarathonOil.com, 
RAHernandez@MarathonOil.com, RJColosimo@MarathonOil.com
		 Subject: South Pass 89 B Lease of Platform Space


Attached is a revised Lease of Platform Space Agreement (LOPSA) for the MEGS 
property associated with the Mariner Pluto subsea development. This version 
has Mariner  as operator on behalf of MEGS, L.L.C. as Lessee. The responsible 
party will be Mariner for performance and notification. The obligations 
between Mariner and MEGS are covered in their separate agreement for O&M. 
Please review and let me know if you have suggested changes. I will not be 
able to access my e-mail between June 21 and June 29. Hopefully on June 29 we 
will be in our new offices in Houston and ready to go.
Thanks,
BGP

 - Megslops.doc