Oakhill - O&M Agreement ,
 Gerald,

	I'm struggling a bit the O&M Agreement.  I've made some changes to the draft
	you provided last week.  Let me review the basics that we need to incorporate:

	- We are contracting to provide specifically the maintenance of the electric drive train
	   I'm expecting GE to provide that support but we need to have an interface that I expect
	   to be Hanover.  

	- Hanover may bid to provide the maintenance for the gas compressor as a separate
	  process with the customer. Customer is currently expecting to perform this function 
	  themselves & call in contract resources when necessary.

	- ECS will need to reflect the cost and agreement and description of services to provide
	  us the "interface" between GE and Oakhill.

	- ECS will need to contract with GE for the maintenance services and then decide if we
	  want to assign that agreement to Hanover or carry that ourselves.  

	
	 	
	I want to have these agreements set up to be executed prior to executing with Oakhill
	and contingent on the final execution of the CSA and O&M agreements with Oakhill.

	Lets discuss as soon as possible.

	Thanks
	mk
gerald.nemec@enron.com