Attached is a draft of the GE consent to the assignment of the
LM6000 Turbines to the Owner Trust.  A draft of the Purchase Option
Assignment and Assumption Agreement for this transfer will follow
shortly.

Please let me know if you have any questions or comments regarding the
attached draft.

Regards,

Rob Taylor
Andrews & Kurth L.L.P.
600 Travis Street
Suite 4200
Houston, Texas  77002

Tel: (713) 220-4436
Fax: (713) 238-7273
e-mail: robtaylor@andrews-kurth.com

This e-mail is privileged and confidential and is intended only for the
recipient(s) named above.  If you are not the intended recipient, please
(i) do not read, copy, use or disclose the contents hereof to others
(any of the foregoing being strictly prohibited), (ii) notify the sender
immediately of your receipt hereof, and (iii) delete this e-mail and all
copies of it.
 <<GE Consent (SouthAmerica).DOC>> 
 - GE Consent (SouthAmerica).DOC