As discussed, attached please find the modified EEI cover sheet revised to 
reflect the day's discussions.  Please contact me following your review of 
same. We will accept the form of guaranty below.  --Best regards, David





	"Ronald Knauss (MPEX)" <rknauss@mnpower.com>
	12/07/2000 08:20 AM
		 
		 To: "'Genia.FitzGerald@enron.com'" <Genia.FitzGerald@enron.com>
		 cc: "Jason Keil (MP)" <jkeil@mnpower.com>
		 Subject: Enron - EEI Master Power Purchase and Sale Agreement - Split Rock 
Energ;y LLC


Good morning, Genia!!

 Attached is SRE's response to Enron's proposed Cover Sheet.  Note
that in the first section the blanks have been completed with various basic
info for the SRE operation.  In addition, SRE has included proposed changes
to certain Articles and to the General Terms and Conditions.  SRE's proposed
changes have been indicated with blue or red print.  For clarification,
could you briefly provide an explanation of the Exhibit B referenced in the
Prior Transactions paragraph in Part 1?

 Additionally, attached is a draft of SRE's Guaranty that has been
negotiated between our credit people which I understand is in its final
form.

 If you have any questions or require clarification, please advise
me.  Thanks for your assistance in processing this agreement.    Ron




-----Original Message-----
From: Genia.FitzGerald@enron.com [mailto:Genia.FitzGerald@enron.com]
Sent: Tuesday, November 07, 2000 10:59 AM
To: Ronald Knauss (MPEX)
Cc: David.Portz@enron.com; Rhonda.L.Denton@enron.com;
William.S.Bradford@enron.com; Veronica.Gonzalez@enron.com;
Edward.Sacks@enron.com
Subject: Enron - EEI Master Power Purchase and Sale Agreement - Split
Rock Energ;y LLC
Importance: High


Dear Ron,

Attached please find the Cover Sheet, General Terms and Conditions and
Attachments for the above referenced Agreement.  Please don't hesitate to
contact our attorney, David Portz at (713) 853-9239 or me at (713) 853-6389
if you have any questions.

Regards,
Genia FitzGerald
Legal Specialist

(See attached file: Split Rock CS1.doc)(See attached file: EEI Master
4-25-00 Pg 8.doc)(See attached file: Split Rock Attachments.doc)


 - Enron EEI 12 04.doc
 - New Enron Gty 11 01 00.doc