<<2RLS02!.DOC>>  <<2RM3RED.DOC>>


We have enclosed for your review the following documents:

1. Letter Agreement between ENA and TEH pertaining to the transformer;
and
2. Redlined draft of the Letter Agreement, marked to reflect revisions
from the letter agreement between ENA and TEH pertaining to the turbine.

Please note that the enclosed drafts have not yet been reviewed by Enron and
are subject to revision based on its comments.

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

Enclosures 129088v1
  129088R



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 - 2RLS02!.DOC
 - 2RM3RED.DOC