Greg,

Attached for your further handling is the Rio Nogales Interconnect 
Agreement.  All of RNP's proposed changes have been included verbatim except 
the proposed Rider 15 which has been modified as follows:

Upon such assignment from RNP to PNG Utility Company, RNP shall be released 
from any further obligations, duties and liabilities under this Agreement 
(except for the reimbursement of HPL for the design, installation, 
procurement and construction of the HPL Facilities required by Section 3 
hereof up to a maximum of $300,000.00), provided RNP provides HPL with prior 
written notice of such assignment to PNG Utility Company, and PNG Utility 
Company assumes all of RNP's obligations, duties and liabilities under this 
Agreement.  However, RNP shall not be released hereunder, from any 
obligations, duties and liabilities of RNP existing prior to the date of such 
assignment to PNG Utility Company. 




If you have any questions or comments, give me a call.  Thanks

Eric Gillaspie
713-345-7667
Enron Building 3886