Mike:  Attached is a revised draft of the First Amendment to the Indian Mess II PPA. This draft contains the banking clarification (section 4.04), assignment clarification concerning the Enron guaranty (section 5.05) and the termination payment fix requested by the lenders (section (9.03).  I understand that David Mitchell and Joe Deffner are still looking at the section 5.05 and section 9.03 changes on behalf of EPMI, but I wanted to get this out for review so that we can finalize it as soon as possible in order to move forward with our Indian Mesa II project debt and equity providers.  Please pass this draft along to the appropriate in-house counsel at EPMI and let me know if you have any comments.  Thanks

Regards

John