Attached please find revised drafts of the following documents:

1.  Purchase Option Assignment and Assumption Agreement (LM6000)
2.  Purchase Option Assignment and Assumption Agreement (Pastoria)
3.  Schedule V to Participation Agreement
4.  Equipment Purchase Agreements to be Assigned to Devco chart

Both a clean copy and a copy blacklined to show the changes from the
prior version are included for items 1 and 2 above.

Please feel free to call me if you have any questions or comments.

~~~~~~~~~~~~~~~~~~~
Sean Bunk
Andrews & Kurth L.L.P.
600 Travis St., Suite 4200
Houston, Texas  77002
Tel.:  713.220.4427
Fax.: 713.238.7252
e-mail: seanbunk@andrews-kurth.com

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 <<Blackline 593717v2 to v1 (Assignment - Pastoria, TurboPark).DOC>>
<<Blackline 593834v3 to v2 (Assignment Ag TurboPark).DOC>>  <<Purchase
Option Assignment and Assumption Agreement (Turbopark - LM6000).DOC>>
<<Purchase Option Assignment and Assumption Agreement - Pastoria.DOC>>
<<Schedule V to Participation Agreement (TurboPark).DOC>>  <<DevCo
Equipment Purchase Agreement Chart.DOC>> 
 - Blackline 593717v2 to v1 (Assignment - Pastoria, TurboPark).DOC
 - Blackline 593834v3 to v2 (Assignment Ag TurboPark).DOC
 - Purchase Option Assignment and Assumption Agreement (Turbopark - 
LM6000).DOC
 - Purchase Option Assignment and Assumption Agreement - Pastoria.DOC
 - Schedule V to Participation Agreement (TurboPark).DOC
 - DevCo Equipment Purchase Agreement Chart.DOC