---------------------- Forwarded by Kay Mann/Corp/Enron on 01/05/2001 10:55 
AM ---------------------------


"George Kutzschbach" <gkutzschbach@fulbright.com> on 01/05/2001 10:46:52 AM
To: Kay.Mann@enron.com, CCampbell@KSLAW.com
cc: DPedigo@INTERGEN.com, jjones@INTERGEN.com, SNoonan@INTERGEN.com 

Subject: ABB Facility Agreement

Kay and Carolyn:

The proposed draft of the ABB Facility Agreement should be revised in
the following respects:

1.   The date of the Agreement on page one and the "Effective Date"
should be the date the Agreement is executed.

2.   Section 6.1.2 should be revised to read as follows:

Seventy-eight thousand six hundred dollars ($78,600) constitutes the
full and final payment for the Unit, except that Purchaser shall be
responsible for the payment of any and all amounts associated with any
Change Order approved after the Effective Date.  The final payment of
the Purchase Amount is subject to Section 6.1.3.

3.   The third and fourth sentences of Section 17.4.1 should be
amended to read as follows:

If the Maximum Liability Amount (less any unpaid portion of the
Purchase Amount) is greater than the Proper Scope Value, the difference
between such amount and the Proper Scope Value (the "Refund Amount")
shall be due to Purchaser by Seller.  If the Maximum Liability Amount
(less any unpaid portion of the Purchase Amount) is less than the Proper
Scope Value, the difference between such amount and the Proper Scope
Value shall be referred to as the "Scope Value Due."

InterGen is continuing to review the ABB Facility Agreement internally
and may have further revisions.

George