----- Forwarded by Gerald Nemec/HOU/ECT on 02/06/2001 02:53 PM -----

	"David Locascio" <dlocascio@bracepatt.com>
	01/30/2001 06:22 PM
		 
		 To: <kcglc@alltel.net>, <dwight.beach@enron.com>
		 cc: "Jay Sonnenberg" <jsonnenberg@bracepatt.com>, <gerald.nemec@enron.com>, 
<apalizzi@yahoo.com>
		 Subject: O&M Agreements


Attached please find the execution copies of both O&M Agreements.  The only 
change I have made is the one we discussed at the end of Section 8.4.  Please 
let me know if you wish to discuss.

Jay, unfortunately, I would just print out these documents in lieu of the 
hard copies I previously gave you. However, keep and use the budget schedules 
I gave you.

Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas  77002-2781
phone: 713.221.1396
fax:      713.221.2134
email: dlocascio@bracepatt.com

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 - Execution Copy of O&M AGREEMENT for LUMBERTON.doc
 - Execution Copy of O&M Agreement for Elizabethtown.doc