Prototype Letter Agreement ,
 <<2rz503!.DOC>>  <<2RZ5RED.DOC>>  <<2R6LRED.DOC>>

Kay:

Enclosed is a revised draft of the proposed letter agreement for the 7EA
turbines reflecting Ben's business points and the matters discussed in our
telephone conference earlier today.  Also enclosed is a blacklined copy
reflecting revisions from the December 15, 2000 draft of the prototype
letter agreement.  Although we have enclosed a blacklined draft reflecting
revisions from the final draft of the CA/ED-I letter agreement, this is
difficult to read due to our re-arrangement of the reps and warranties.  If
you have any questions or comments, please advise.  (I have received the
courier package with the GE Facility Agreements).

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 129569v3
  129569vR3/2
  129569v3 R 128541v18



                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.


 - 2rz503!.DOC
 - 2RZ5RED.DOC
 - 2R6LRED.DOC
kay.mann@enron.com