Attached, please find Governor Davis' press release describing his
framework of a recovery plan.  In addition, the Governor made the
following comments during his press conference.

He is currently negotiating with the IOUs.   He expects positive news
next week, however, only two of the three IOUs are open to his plan at
this point.  He did not indicate which IOU is holding out, but it has
been widely reported that PG&E does not like his plan.

He has received informal signals from FERC that they are not adverse to
state ownership of the grid.

He expects the "significant contribution" from the parent companies to
exceed the previously reported tax refund.

He refused to give a projected price for the grid other then to say it
would be some multiple of book.

His office has briefed both the Senate and Assembly Democrats.  He
believes Democrats will reach agreement on a legislative package by the
end of next week, and vote that package out by the end of the following
week.

He continues to speak to generators, however he has not briefed them
specifically on this plan.  He hopes this plan will provide assurances
to generators that he is working towards a solution but he can not
guarantee that the new IOU funds will cover existing debt.

He acknowledged that eminent domain would likely lead to a significant
withdrawal of private capital and continues to believe his plan is
feasible.

http://www.governor.ca.gov/state/govsite/gov_htmlprint.jsp?BV_SessionID=@@@@03
38296330.0982364405@@@@&BV_EngineID=halkdjlkkklbemfcfkmchcgi.0&sFilePath=%2fgo
vsite%2fpress_release%2f2001_02%2f20010216_PR01057_utility_recovery_plan.html&
sTitle=GOVERNOR+DAVIS+ANNOUNCES+%0aRECOVERY+PLAN+FOR+STATE'S+UTILITIES%0a&sCat
Title=Press+Release&iOID=13379


I will try and get it for you.
PL


USA: INTERVIEW-El Paso had no reason to inflate price-chairman.
Reuters English News Service, 05/21/01

Former TVA director signs as Enron lobbyist
Associated Press Newswires, 05/21/01

'Enron's allegations will hurt foreign investment'
The Times of India, 05/22/01

Re-negotiation best: Deshmukh; lenders' SOS to Centre
The Times of India, 05/22/01

Enr-off and Enr-out
Business Standard, 05/22/01

Dabhol: more heat than light
Business Standard, 05/22/01

USA: Enron eyes entry into coffee, sugar, cocoa - trade.
Reuters English News Service, 05/21/01

Enron to End Involvement in $3.5 Billion Middle East Gas Project
Dow Jones Business News, 05/21/01

Bush Energy Plan Stirs Pot, But Not Energy Prices
Dow Jones Energy Service, 05/21/01

INDIA: India says optimistic about Enron settlement.
Reuters English News Service, 05/21/01

UK: INTERVIEW-Axia starts trading German, Italian power.
Reuters English News Service, 05/21/01

Brazil's Petrobras to Set Terms for Currency Risk on Gas Sales
Bloomberg, 05/21/01

Enron Target of Protests Over Energy Policy and Higher Prices
Bloomberg, 05/21/01

Enron Power Dispute May Cost India More Than $3.6 Bln (Update3)
Bloomberg, 05/21/01

Enron Withdraws From $2 Bln Middle East-Gas Project (Update4)
Bloomberg, 05/21/01

USA: INTERVIEW-El Paso had no reason to inflate price-chairman.
By C. Bryson Hull

05/21/2001
Reuters English News Service
(C) Reuters Limited 2001.

DALLAS, May 21 (Reuters) - El Paso Corp. had no incentive to inflate natural
gas prices on its pipelines to California because it had hedged most of its
gas to third parties before prices took off last year, the gas company's top
executive said on Monday.
The Houston-based company is currently fighting price-gouging claims brought
to federal regulators by the California Public Utility Commission and that
state's two largest investor-owned utilities, PG&E Corp.'s . Pacific Gas &
Electric and Edison International's Southern California Edison.
El Paso Chairman, President and Chief Executive Officer William Wise told
Reuters he expects his company to be cleared once it makes its case to the
U.S. Federal Energy Regulatory Commission in hearings this week.
"The last piece we think is very elemental and so easy to understand is that
we hedged our capacity into California. If we thought the gas prices were
going to go up, we wouldn't have hedged it. We were hedging it because we
thought prices would be flat or down," Wise said in his first interview on
the topic since El Paso began fighting the accusations several months ago.
Even SoCal Edison's main witness admitted during testimony last week that it
would be irrational for a market manipulator to hedge like El Paso did, Wise
said. Ninety percent of El Paso's gas was hedged to others in the period
during which the company was alleged to have raised prices.
On Monday, lawyers for El Paso continued fighting those accusations in
proceedings before FERC Administrative Law Judge Curtis Wagner.
The California trio alleges El Paso, California's largest natural gas
supplier, withheld capacity on its four pipelines into the state from March
through November 2000 in order to inflate prices. The CPUC alleges that cost
Californians an additional $3.7 billion.
Even in the worst case, if Wagner substantiates the claims and orders El Paso
to refund some of the money it made, Wise said the exposure will not be
great.
"I think in total last year, we didn't make more than $100 million in
California," Wise said during an interview following El Paso's annual
shareholder's meeting in Dallas.
The FERC already rejected a related accusation from the CPUC, which charged
El Paso rigged bidding in a capacity auction for its main pipeline into
California to favor a sister company.
Wise said he was confident that El Paso would prove that it did not withhold
pipeline capacity, as the company's accusers have alleged.
The genesis of the complaints to FERC is a desire by the utilities and the
CPUC to shift blame, Wise said.
"They're attempting to deflect away from decades of bad policy and bad
business decisions, both by the public utility commission and by the
utilities in which they did not build power plants and they did not build
natural gas infrastructure within the state," Wise said.
The most glaring infrastructure problem is the limited capacity to move gas
inside of California, especially from south to north. The utilities
traditionally countered that by storing natural gas, but Wise said they made
a critical mistake last year by selling stored gas at an arbitraged profit.
"They depleted storage, and by the time they figured this out, they needed
every bit of capacity just to serve the market and they had no capacity to
refill storage," Wise said. "Economics 101 would tell you you're going to get
prices spikes, and that's exactly what happened."
ACQUISITIONS STILL ON RADAR
Outside of California, Wise said that EL Paso will remain an active acquirer,
given its track record of executing mergers and acquisitions like its recent
$24 billion purchase of Coastal Corp.
"Do we buy an electric utility? Do we buy more (exploration and production)?
The market should expect us to do merger and acquisition activity within the
playing field that we have a demonstrated expertise in," Wise said.
Asked whether he had any interest in hometown rival Enron Corp.'s Portland
General utility, which is on the block again after Enron's $3 billion sale
with Sierra Pacific Resources Corp. fell through last month, Wise answered:
"The utility side of the business is not my favorite side of the business.
The generation side of a utility could be interesting," Wise said.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

Former TVA director signs as Enron lobbyist

05/21/2001
Associated Press Newswires
Copyright 2001. The Associated Press. All Rights Reserved.

KNOXVILLE, Tenn. (AP) - Johnny Hayes, a former Tennessee Valley Authority
director, has been hired to lobby Congress for electric wholesaler Enron
Corp., a potential TVA competitor.
Hayes, who resigned from the three-member TVA board in January 1999 to become
the top fund-raiser for Al Gore's presidential campaign, registered this
month to lobby for Houston, Texas-based Enron, The Knoxville News-Sentinel's
Washington bureau reported Sunday.
Enron is one of the nation's largest energy companies, reporting $101 billion
in revenues last year compared to government-owned TVA's $6.7 billion.
Enron spokesman Eric Thode confirmed Hayes has been hired to work for the
company, but refused to say his salary. Enron paid another lobbyist $415,000
last year, records show. Hayes' salary at TVA was $118,400 annually.
Hayes, a former Tennessee economic and community development commissioner who
lived in Gallatin, did not immediately return calls to The Associated Press
for comment.
Stephen Smith, executive director of the TVA watchdog and environmentalist
group Southern Alliance for Clean Energy, said he is concerned about a TVA
insider joining ranks with a potential TVA competitor.
"As a board member for TVA, one knows where a lot of the skeletons are
throughout the agency," Smith said. "What is always a concern is when you
step out away from the organization, do you potentially now profit from that
and turn it against consumers in the Valley?"
Hayes was hired to lobby "on energy issues, TVA-related, kind of a host of
issues that would affect that area and be related to energy," Thode said.
The lobbying "may include TVA, but it would be a variety of things," he said.
"We're looking at things, projects all over the nation at all times."
TVA and Enron have done business before. TVA contracted with Enron to provide
power during peak periods in the summers of 1998 and 1999. When Enron failed
to deliver, TVA sued and recovered more than $200 million.
That experience also resulted in TVA deciding to devote money that might have
been used to trim its $26 billion debt to buying more peak-power gas turbines
of its own.
Hayes, who registered under the company name of Sideview Partners Inc., also
signed up to lobby for Gas Generation, a subsidiary of Tractebel Power Inc.
of Houston, and Voith Siemens Hydro Power Generation, a Pennsylvannia company
with offices in Chattanooga.
---
On the Net:
Enron Corp: http://www.enron.com/
TVA: http://www.tva.gov/

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

'Enron's allegations will hurt foreign investment'
A Staff Reporter

05/22/2001
The Times of India
Copyright (C) 2001 The Times of India; Source: World Reporter (TM)

PUNE: Unhappy with Enron for its "extreme" step of serving a pre-termination
notice (PTN) to the Maharashtra government over the issue of continuance in
Dabhol Power Project (DPP), former chief minister of Maharashtra Sharad Pawar
said the US power company's charges of political interference would create a
negative impression about India in the minds of foreign investors.
Although the resignations of three members from the Madhav Godbole committee
was unfortunate and led to some confusion, it did not warrant such a drastic
step by Enron, Mr Pawar said. The US power major should not discard the
option of negotiations, he added.
Advising an amicable solution to the present deadlock between Enron and the
Maharashtra government, he said, the state is no position to buy the costly
power to be supplied by Dabhol Power Company (DPC) from its second phase in
near future. "Moreover, the state does not have a demand good enough to
consume all the electricity offered by Phase II of Enron," he added.
Mr Pawar said, the surplus power generated by phase II of Enron could be
utilised by the Centre to bail out other states facing inadequate power
supply. "There are many states in the country, which have an acute power
shortage. Instead of going for new capital intensive power projects in these
states, the Centre should purchase the surplus electricity to be made
available by phase II of Enron," he clarified. Mr Pawar said, while the
Centre's change of mind on the issue of taking over DPC phase II was crucial,
it is imperative for the US power major to reduce its steep power price.
Asked about the financial implications arising out of Enron's likely exit
from the DPC, Mr Pawar said, such an eventuality should be avoided at all
costs. "The Centre and the State will have to pay astronomical costs if the
talks fail. The heavy penalty would be simply unbearable," he added.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

Re-negotiation best: Deshmukh; lenders' SOS to Centre
The Times of India News Service

05/22/2001
The Times of India
Copyright (C) 2001 The Times of India; Source: World Reporter (TM)

NEW DELHI: ``The (best) solution lies in an amicable settlement,'' remarked
Maharashtra CM Vilasrao Deshmukh to journalists' queries here on Monday
regarding the Enron standoff.
The CM, who was here at the meeting called by the PM to discuss India's
position at the WTO talks on agricultural trade, reiterated the basic point:
His government was keen on negotiating and that was the only way out. The
Maharashtra electricity board just cannot afford to buy Enron's generation at
the current price, he said.
Queried on the latest set of notices between the two parties, Deshmukh said
what was being aired verbally is not so important. What is more to the point
is a willingness to find a way out.
PTI adds from Mumbai: Following Enron-promoted Dabhol Power Company's
issuance of the preliminary termination notice (PTN) to MSEB, its Indian
lenders have once again decided to seek the Centre's intervention to solve
the imbroglio.
"Like our earlier effort, even this time, we wish that the Union government
intervene and help diffuse the entire crisis amicably", FI sources said.
The Indian lenders, led by IDBI and a consortium of several banks including
SBI and ICICI have lent around $ 1.4 billion out of DPC's total $ 3 billion
2,184-MW project in Dabhol.
In fact, the sources said, IDBI along with the global lenders had written to
Union finance secretary Ajit Kumar in the first week of this month, seeking
the Centre's intervention to direct MSEB and the Maharashtra government to
pay dues up to Rs 213 crore towards the November and December 2000 bills.
"We had also asked the Centre to convince MSEB, and refrain it from issuing a
termination notice to DPC," they said.
However, Kumar in his reply, had put the ball in the lenders' court and asked
Indian FIs to take "the course deemed fit to them in this case".

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

Enr-off and Enr-out
Our Editorial

05/22/2001
Business Standard
15
Copyright (c) Business Standard

The Dabhol power project seems to be heading for a denouement, along two
parallel tracks. The company itself, there can be no doubt, is getting ready
to dump the project and pull out, just weeks before trial runs are due to
start on the 1,444mw second phase (the first phase of 740mw has already
stopped producing power). Dabhol Power has presumably seen the obvious: that
there is no way in which either the Maharashtra State Electricity Board or
the Maharashtra government will be able to meet their contractual obligations
and guarantees on power purchase. In its present form, therefore, the project
is as good as dead and one might as well recognise the fact. Can the project
be revived, and if so on what sustainable terms? A re-negotiation committee
has been put together and will meet Dabhol's representatives on Wednesday.
But three members of the committee have already walked off, citing one reason
or other, so the re-negotiation process hasn't got off to a propitious start.
Then, given the unpromising history of earlier re-negotiations and the
incompetence with which MSEB has handled its original negotiations, it is far
from clear whether anything substantial can be extracted from Dabhol
especially if Dabhol is clear about the legal ground on which it stands.
One must presume that Dabhol's promoter, Enron, and its American lawyers have
sewn up a watertight deal, without the bungling that has typified the Indian
handling of the matter. So it is likely that the cost of killing the project
will be heavy indeed, and perhaps unbearable, for both MSEB and the
Maharashtra government. Keep in mind the cost of the project ($2.9 billion,
or about Rs 14,000 crore) plus the present value of future profits foregone
and profits are said to be in the region of 30 per cent of equity, every
year. The numbers are staggering. Is there a way to not pay such a bill? Yes,
there are two possible options. One is for MSEB to reform its power tariff
structure (90 per cent of its customers are subsidised), cut its transmission
losses (which are as high as 30 per cent), and then to persuade the central
government to allow Dabhol power to be sold to other users as well. The
Godbole committee's first report, submitted some six weeks ago, suggests that
if handled this way, Dabhol can still be made a workable proposition provided
some re-negotiation of tariffs is done. Dabhol has said it is willing to
re-negotiate, but with its typical in-your-face style has asked for the moon
in return (among other things, tax breaks of all kinds). Since agreeing to
such terms will only add to the existing scandal of past mis-negotiations,
and since MSEB is not about to reform itself in a hurry, the prospects for
successful re-negotiation of a reasonable and workable tariff are slim. The
second way of avoiding footing an impossible bill is to go the
extra-commercial route, and use diplomatic pressure so as to force the
company to compromise substantially. But since Enron is among the firmest
supporters and biggest financiers of the new US president, it is difficult to
see diplomatic pressure achieving very much, unless President Bush recognises
a one-sided deal when he sees one, takes into account the bad odour that
might settle on other American companies and Indo-US relations in general,
and leans gently on Enron to compromise. However, these are will-o'-the-wisp
hopes and prayers, and no strategy can be predicated on their success. What
does that leave with MSEB and the Maharashtra government? The answer is: the
Godbole report. On which, read on.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

Dabhol: more heat than light
A V Rajwade

05/22/2001
Business Standard
14
Copyright (c) Business Standard

The general impression propagated by the critics of the Enron-promoted power
project, and often accepted by the man on the street, is that MSEB and, as a
by-product, the citizens of Maharashtra, are victims of very high-cost power;
that the agreements were signed at the behest of corrupt politicians; and
that, therefore, the best course of action is to tear up the agreements and
forget about it. But the first phase of the power plant has been in operation
for a few years, and the second phase is also reportedly 92 per cent
complete. These are genuine productive assets that the economy will
eventually need, and cannot be wished away. Nor can the country afford to
renege with impunity, solemnly undertaken financial obligations.
In my regular weekly column (World Money, which appears on Mondays), I have
been a supporter of foreign investment and had criticised the initial stance
of the BJP-Shiv Sena government, which had terminated the contract, only to
revive the project on a much bigger scale, on the basis of the efforts of a
renegotiation committee appointed by it. The controversy has once again
become front-page news, given the inability of MSEB to pay the dues of Dabhol
Power Company (DPC). In turn, the MSEB has served notices for what it claims
are dues from DPC because of defaults, and the whole matter has become a
first-class mess. The recent report of the Godbole Committee is certainly a
step in the right direction, and the government has appointed another group,
once again led by Mr Godbole, to renegotiate the contracts with DPC/Enron.
Theoretically of course there are three possible culprits _ politicians, a
devious Enron that corrupted them, or a system whose competence (and
professional commitment) was less than adequate to evaluate the project
properly. To be sure, the committee has, while commenting on how the tariff
was shown to be within government of India norms, felt "this combination of
circumstances to be beyond the realm of coincidence". This is the closest it
has come to questioning the motives of those involved. But before drawing
conclusions, consider some basic issues. Demand estimation: The report
concludes that gross errors were committed in estimating the total amount and
nature of the demand for power in the state. The growth in the high tariff
group has been very limited (surely this was foreseeable at a particular MSEB
tariff, industry finds it cheaper to generate captive power), while
low-tariff demand has grown steadily. Again, the report argues that, on the
supply side, MSEB had enough generating capacity available for the so-called
"base load", to meet which plants have to run 24 hours a day. MSEB really
needed generating capacity, even according to its own demand projections, for
the intermediate and peak loads. While the fuel envisaged to be used in DPC
is ideal to take care of this, the plant load factor (PLF) used for cost and
tariff calculations is completely unrealistic for such a power plant. Were
these major errors in demand estimation and so on or political failure or
system weaknesses? Return on equity: If there were gross errors in the
demand-supply projection side, the assured 16 per cent return on equity, (at
68.5 per cent PLF) after tax, is also open to serious questioning. What is
truly amazing is that the return was the same in percentage terms
irrespective of whether the equity was contributed in rupees, dollars or
perhaps even yen and that too in the respective currencies! The Maharashtra
government is not responsible for this: it is government of India policy,
cleared at the highest ministerial levels. Before adopting the norm, did we
use concepts like Capital Asset Pricing Model (CAPM) which show that equity
market returns in all countries are not identical; that they crucially depend
on the risk-free rate of interest which is different for each currency.
Again, there are robust benchmarks available for quantifying the political
risk that a foreign direct investor faces (for example, the premium charged
for different countries by the Multilateral Investment Guarantee Association
of the World Bank). Was such analysis done before the 16 per cent tax-free
norm, and exchange-rate protected returns, were assured? If not, who is
responsible? The discount rate: I started thinking about the discount rate
used in the Power Purchase Agreement (PPA), for the calculation of the fixed
charge, on a simple issue. If for the first phase, the fixed charge is Rs 95
crore per month or, say, Rs 1,000 crore per annum, and is payable for the
next 20 years, what should be the rate of discount at which the present value
of these payments would be roughly Rs 3,000 crore, which is the cost of the
first phase? Moreover, the bulk of the fixed charge is indexed to the
dollar-rupee exchange rate in other words, for all practical purposes, the
fixed charge is a dollar-denominated outflow as far as MSEB is concerned. It
seems that nowhere is the discount rate used for calculating the present
value of the fixed charge outflows specified or documented! Empirical
analysis seems to indicate that the rate is about 17 per cent per annum! It
is worth noting that even in the dark days of monetary tightness in 1996, a
17 per cent discount rate would be too high for simple rupee obligations
guaranteed by the government of India it is absurd for discounting a stream
of what are effectively dollar payments. Elementary financial economics
requires that for calculating the present value of a dollar stream, the
discounting rate should be based on the US treasury bond yields of
corresponding duration. This has never been more than 7 per cent after 1994.
For the desired present value, therefore, the correct fixed charge needs to
be perhaps 40 per cent of what it is now! There is a similar logical flaw in
the dollar-denominated O&M charges being subject to Indian inflation. While
the latter point has been commented on in the report, the former has not been
adequately weighed. To be sure, this is something of a technical issue and
one cannot expect the average minister to understand it. The actual discount
rate used has inflated the fixed charges enormously: one suspects that Enron
knew this, hence the obvious efforts to hide the number. But surely the MSEB
and other officials and advisers dealing with the negotiations, should have
appreciated the crucial importance of the number, and insisted on
ascertaining the discount rate? It could of course be argued that the
political pressure was such that the civil servants were silenced from
voicing any objections they may have had on the various issues. Is there any
evidence in the notings on various papers to support that the issues of
financial economics pertaining to the case had been pinpointed? How is it
that the impracticability, nay impossibility, of more than half of MSEB's
revenue being escrowed for a single plant was not noticed by anybody? Were
not at least some of the issues important and significant enough for the
financial health of MSEB, and indeed the Maharashtra government, for at least
one bureaucrat to stand up? A way out: The Godbole committee has recommended
a package of proposals to resolve the tangle. One would like to add a
suggestion worth exploring. This is based on what happened in the now
celebrated dispute between Procter & Gamble (P&G), the US multinational, and
Bankers Trust Company (BTC) in the United States. P&G had entered into
various, complex derivative contracts with BTC. When it incurred huge losses,
it sued BTC on the grounds that it was persuaded to sign contracts the
implications of which it had not understood properly, and that therefore the
amounts already paid by it should be refunded and the contracts voided.
Admittedly, this was a novel plea to be taken by a litigant of P&G's
standing. Unfortunately, the case was settled out of court with BTC paying $
100 million-plus to P&G. But if P&G can claim that it did not understand the
implications of a financial contract, so surely can MSEB, particularly in
relation to discounting rate or the return on equity, and demand the
contracts be voided or renegotiated? But it is the Godbole Committee that
should have the last word on the issue: "The Committee would like to state
strongly that none of the solutions espoused for IPPs ... and DPC in
particular is tenable without the reform of MSEB, especially its distribution
business." That, perhaps, is the crux of the controversy.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

USA: Enron eyes entry into coffee, sugar, cocoa - trade.

05/21/2001
Reuters English News Service
(C) Reuters Limited 2001.

NEW YORK, May 18 (Reuters) - Houston-based Enron Corp. , the largest natural
gas and electricity trading house in the United States, is looking to
continue its expansion into industries beyond energy with a move into the
cocoa, coffee and sugar businesses, industry sources said.
Enron has had conversations and interviews with members of the commodity
trade in recent weeks, using a London-based recruitment firm to help them,
the sources said.
"They are definitely interested in getting into the business. Enron has been
looking for physical traders. They have some internal people and are looking
for lieutenants with experience." said a cocoa trader.
"They are serious about softs. They have been sniffing around the marketplace
for several weeks now. If they come in they will be extremely visible,"
according to a coffee trader who interviewed for a position.
A representative of Enron's public relations department would only say that
the firm is constantly investigating different markets and opportunities.
"There is always a lot of speculation about what we (Enron) are doing,"
Habiba Bayi of Enron said on Monday.
Enron has been no stranger to industries outside the energy complex in recent
years and has aggressively embraced the communications industry by turning
broadband capacity into a commodity.
The broadband unit encompasses two distinct segments: the bandwidth
intermediation business, which turns Internet bandwidth into a tradeable
commodity; and the content services division, which engages in sales and
transmission of Internet content.
Enron has consistently said it does not expect its broadband arm to record a
profit until 2002 and instead has offered other measures of growth by which
to benchmark the unit's progress.
In May 2000 Enron Corp. announced their purchase of London-based MG Plc. MG
is a leading independent international metals dealing firm providing
financial and marketing services to the metals industry.
In July of the same year, MG Plc bought Rudolf Wolff Group, which had a soft
commodity brokerage operation to trade cocoa, coffee and sugar on the London
International Financial Futures and Options Exchange (LIFFE).
Traders speculated about what kind of business Enron might pursue.
"Will they do huge physical business? Not likely, I expect OTC (over the
counter) options which would hurt the exchange (New York Board of Trade),"
said one cocoa broker.
Another trader who looked at what Enron has done when they get into a new
business said, "They try to secure supply whether coal, electricity or steel.
It wouldn't be too hard to stop the certified (coffee) stocks on (the)
exchange."
"Stopping certified coffee is a relatively low risk trade," he added.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

Enron to End Involvement in $3.5 Billion Middle East Gas Project

05/21/2001
Dow Jones Business News
(Copyright (c) 2001, Dow Jones & Company, Inc.)

DUBAI, United Arab Emirates -- U.S. energy giant Enron Corp. has decided to
pull out of a $3.5 billion natural-gas project, selling its 24.5% stake in
the Dolphin project to the United Arab Emirates Offsets Group, or UOG, Ahmed
Al Sayigh, managing director of Dolphin Energy Ltd., said Monday.
The Dolphin project, an initiative of the government-sponsored UOG, plans to
use natural gas from Qatar's North Field, the world's largest, to power
economic growth in the region. UOG and Qatar's General Petroleum Corp. signed
an agreement in principle two years ago for the project, which would pipe
natural gas from the offshore North Field to Abu Dhabi for delivery to Dubai
and Oman. UOG last year sold 49% of the project to France's TotalFinaElf SA
(TOT) and Enron (ENE).
Mr. Al Sayigh said the UOG will now talk to other companies about buying all
or part of Enron's stake, including TotalFinaElf. He said the French company
is interested in increasing its stake and will have first right of refusal. A
TotalFinaElf official confirmed that the company is interested in a greater
stake in the project.
TotalFinaElf is set to operate the upstream phase of the project, which
includes developing gas reserves in two blocks of the North Field. The first
wells are scheduled to be drilled in the second half of 2001 and come
onstream in 2004.
Enron's role would have been to focus on the midstream part of the project,
or gas transportation, which requires building a pipeline from a processing
plant in Ras Laffan, Qatar, to the Taweelah terminal in Abu Dhabi and the
Jebel Ali terminal in Dubai.
Richard Bergester, manager for Enron Middle East, said that having
contributed to the initial stages of the project, Enron now feels it can't
"add" any more. He didnt elaborate and said the decision was unrelated to the
company's activities in India or pending involvement in Saudi Arabia.
Over the weekend, Enron's Dabhol Power Co. issued a preliminary notice to
terminate power sales from the plant. Dabhol says it is owed millions in
unpaid bills. Last Friday, Enron was awarded a stake in Saudi Arabia's Red
Sea Gas project, along with Occidental Petroleum Corp. (OXY) and Exxon Mobil
Corp. (XOM).
Mr. Al-Sayigh said UOG will hold onto at least 51% of Dolphin Energy, in
accordance with its agreement with Qatar.
Copyright (c) 2001 Dow Jones & Company, Inc.
All Rights Reserved.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

Bush Energy Plan Stirs Pot, But Not Energy Prices
By Arden Dale
Of DOW JONES NEWSWIRES

05/21/2001
Dow Jones Energy Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)

NEW YORK -(Dow Jones)- President George W. Bush's energy plan is getting a
big reaction, just not in U.S. energy markets.
Electricity, natural gas and crude oil prices haven't budged in response to
the 105-part master plan unveiled last week, because its fate is uncertain
and it lacks specific action items.
Don't expect prices to move any time soon as a result of the proposal.
If it survives political gridlock to become policy, it will lead to lower
energy prices, said Raymond Niles, an energy analyst at Salomon Smith Barney.
Until then, it won't move most, if any, energy markets.
"It's not going to move the near-term markets because the two things that
will lower, say, electricity prices, are greater availability of natural gas
and more transmission lines," Niles said. "Those are long-term improvements."
Wholesale gasoline prices did surge after the plan was announced last week,
as traders reacted to the news that a gasoline production waiver they'd been
expecting wasn't included. But the rally was short-lived, and prices at the
pump weren't affected.
U.S. drivers can probably look forward to lower gasoline prices once driving
season starts after Memorial Day, according to the American Automobile
Association. The group says prices are likely to peak before then.
Crude oil prices hit $30 a barrel on Monday, but the driver there has been
uncertainty over whether Iraq will cut off oil exports to protest a British
proposal to lift some economic sanctions against the nation.
Bush's plan to drill for oil in the Arctic National Wildlife Refuge is a
non-factor in markets currently. Turbocharged Gas Rumor

A few days before the Bush plan was announced, gasoline trader pushed down
prices with a selloff prompted by rumors that the plan would immediately
relax rules on reformulated gasoline, or RFG, a cleaner-burning fuel. An RFG
waiver would have brought more supply to the market.
RFG restrictions last year contributed to price spikes at the pump in the
Midwest, by tightening overall supplies. They govern the way reformulated
gasoline, or RFG, is made.
On Thursday, when the plan came out with no waiver in sight, prices rose,
aided by news of a snag at a crude oil unit of Tosco Corp.'s (TOS) Bayway
refinery in New Jersey.
On the New York Mercantile Exchange, the June gasoline futures contract
jumped 3.44 cents to as high as $1.022 a gallon.
"The plan came out and there was nothing of the sort in there," said John
Kilduff, senior vice president at Fimat USA. "All the barrels we thought
would come onto the market, for now, aren't."
For electricity prices, two key issues are price caps and short supply.
Much of the market had already been operating under the assumption that Bush
wouldn't support electricity price caps, which was borne out by the plan.
In California, the power industry had already been planning to develop new
baseload units, big power plants that run continuously. But smaller,
gas-fired plants known as peakers - which can be switched off and on quickly
- will be in shorter supply.
"Investments in peakers are probably going to wait awhile for the policy
rhetoric to quiet down, for the price cap rhetoric to quiet down," said Mark
Palmer, a spokesman for Enron Corp. (ENE), a big electricity and natural
supplier.
As for natural gas, developments were underway before the Bush plan to boost
supply and bring down prices, which have been high.
U.S. companies want to import liquified natural gas procured in the vase
reserves of Trinidad and Tobago, for example.
But there's just too far to go before the Bush plan becomes a reality to even
project how the natural gas industry might proceed from here, according the
Palmer.
"Some people may have anticipated short-term actions by the administration,
and to its credit, that proved to be unfounded," said Larry Goldstein,
president of PIRINC, Inc., an energy research group. - By Arden Dale, Dow
Jones Newswires; 201-938-2052;
arden.dale@dowjones.com

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

INDIA: India says optimistic about Enron settlement.

05/21/2001
Reuters English News Service
(C) Reuters Limited 2001.

NEW DELHI, May 21 (Reuters) - The Indian federal government is optimistic
that Enron Corp's and the Maharashtra state will resolve their wrangle which
has jeopardised the U.S. energy giant's $2.9 billion power project, a top
official told Reuters.
Federal Power Secretary A.K. Basu said the government had appointed a nominee
in the talks between the western state and Dabhol Power Co, 65-per-cent owned
by Enron, that are aimed at settling the long-running row.
"We are optimistic. We have our nominee, Mr A.V. Gokak. He is a very senior
person and he represents the whole of the government of India," Basu said.
Gokak, a retired senior bureaucrat, represents the federal government in the
panel appointed by the Maharashtra government to renegotiate the Power
Purchase Agreement with the Dabhol Power Co. The panel is expected to resume
talks on Wednesday.
On Saturday, Dabhol issued a preliminary notice to terminate its contract to
sell power to the Maharashtra State Electricity Board (MSEB).
Houston-based Enron and the MSEB have been locked in a long-standing dispute
over the state utility's unpaid bills.
In March, Enron invoked a counter-guarantee of the Indian government after
the MSEB failed to clear its bill of 1.02 billion rupees ($21.91 million) for
December.
In April, the multinational's Indian unit sent a political force majeure
notice to MSEB. Such a notice is a contractual clause dissatisfied parties
give as a first step towards possibly dissolving a contract.
It also notified the federal government that it was applying to an
arbitration court in London to consider its claim for 1.02 billion rupees.
DPC has come under fire because of the relatively high cost of its power.
Critics object to it charging 7.1 rupees per kilowatt hour compared with the
1.5 rupees charged by other suppliers.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

UK: INTERVIEW-Axia starts trading German, Italian power.
By Margaret Orgill

05/21/2001
Reuters English News Service
(C) Reuters Limited 2001.

LONDON, May 21 (Reuters) - U.S.-owned Axia Energy Europe has started trading
electricity in Germany and Italy and is looking at entering the Spanish power
market, said CEO and Chairman Clarke Harris on Monday.
Axia, a newly created trading joint venture between U.S. companies Koch and
Entergy , entered the German over-the-counter power (OTC) market in February
and is concentrating on the forward curve, he said.
"Everything is OTC and everything is forward," Harris told Reuters in an
interview, adding the company started trading small volumes but has recently
done deals of 100 megawatts.
He declined to give details of trading volumes.
Harris said the company was not active in the prompt market because of a lack
of transparent information about the operation of power stations which makes
it difficult for newcomers to compete with local utilities like E.ON and RWE
.
"It's not a level playing field on the prompt. Incumbents have the assets and
the information," he said.
He added Axia is also interested in the Austrian and Swiss power markets as
they are linked to Germany and supply it with electricity generated by Alpine
reservoirs.
Axia, which started operating on February 1, is the latest in a wave of U.S.
utilities to start energy trading in mainland Europe which is gradually
opening its gas and electricity sectors to competition.
Levels of liberalisation vary widely with some countries like Germany and the
UK deregulating completely while others, for example France, have insisted on
sticking to the minimum level of deregulation ordered by the European Union
electricity directive.
Harris said Axia had done a couple of transactions in Italy, bringing
electricity from Germany and was considering entering the Spanish market.
"The jury is still out on Spain. We are looking at it as our development
brethren Entergy have a couple of projects there," he said.
Although Spain set up a wholesale trading pool in 1998, the OTC derivatives
market has been slow to expand although there have been some signs recently
that activity is picking up.
Like its compatriots including AEP and Enron , Axia is basing all its
European trading operations in London, he said, noting parent companies
Entergy and Koch want to keep centralised control.
In Europe, the joint venture included Entergy's trading operations in London
while Koch contributed two weather experts from the United States to help
launch a weather derivatives operation.

Copyright , 2000 Dow Jones & Company, Inc. All Rights Reserved.

Brazil's Petrobras to Set Terms for Currency Risk on Gas Sales
2001-05-21 16:18 (New York)

Brazil's Petrobras to Set Terms for Currency Risk on Gas Sales

     Rio de Janeiro, May 21 (Bloomberg) -- Brazil's state-
controlled oil company Petroleo Brasileiro SA said it may absorb
about $80 million in currency-related losses over a year and get
reimbursed later by companies that build gas-fired power plants.
     Petrobras plans to sell Bolivian gas it buys in dollars to
Brazilian power-plant operators in reais at fixed-rates for a
year, exposing itself to a currency risk if the real weakens,
company president Philippe Reichstul said.
     The measure is to ensure Petrobras's partners in 10 power
plants can profit from electricity sales regardless of currency
fluctuations, thus ensuring investment that will stave off power
shortages. Brazil faces power rationing beginning next month and
needs $14 billion in investment by 2008 to stave off power
shortages, according to government estimates.
     ``If new thermo-electric plants are working at full capacity
we imagine that we'll be offering a credit line of about $80
million,'' Reichstul said in an interview with Bloomberg News, in
Buenos Aires. ``This is not a subsidy, but a type of financing
that will earn interest.''
     Reichstul didn't elaborate on details of the measures. The
terms for Petrobras gas sales to at least 10 thermal power plants
may be set this week, Reichstul said. Companies like Duke Energy
Corp. and Enron Corp. that are building plants slated to produce
2,700 megawatts of power, will later pay Petrobras for any losses
it accrues, Reichstul said.

                          Power Prices

     Petrobras will only receive the payouts from plant operators
after they win approval for an annual increase in power prices,
which must take into account currency depreciation in the year
before, Reichstul said.
     Companies such as AES Corp., Duke Energy Corp. and El Paso
Energy Corp. have delayed or limited expected investment in
natural gas-fired generation plants on concern that government
rules limit their ability to pass increases in dollar-denominated
fuel costs to electricity consumers who are billed in reais.
     The delays are partly responsible for government plans to
begin rationing energy in June. Electricity supply is expected to
fall short of fulfilling demand by as much as 20 percent in the
coming months.
     The new plants are supposed to come on line in the first
quarter of next year. Under Brazilian law, electricity prices to
consumers can only be adjusted once a year.

Enron Target of Protests Over Energy Policy and Higher Prices
2001-05-21 16:15 (New York)

Enron Target of Protests Over Energy Policy and Higher Prices

     Houston, May 21 (Bloomberg) -- Enron Corp. offices in eight
U.S. cities were picketed by activists angry about the energy
trader's ties to the Bush administration and the effect of high
fuel and power prices on the poor and working class.
     ``As a major wholesaler and a major profiteer, we're
demanding they return some of the profits to help low- and
moderate-income families pay their bills,'' said Lisa Clawson, an
organizer with the Association of Community Organizations for
Reform Now (Acorn).
     Acorn protested in Washington, New York, Chicago, Denver and
Houston and well as Sacramento, California; Santa Fe, New Mexico,
and Portland, Oregon.
     The activists accused power traders such as Enron of price
gouging and said inaction by the Bush administration was bringing
energy bills that ``could condemn thousands of people to a painful
death'' if high electricity prices force them to shut off air
conditioning this summer.
     ``It's brass-knuckle politics,'' said Mark Palmer, a
spokesman for Houston-based Enron. ``We have this new energy plan
we've been associated with rather strongly. I think (protests are)
to be expected in this kind of a debate.''
     Enron's chairman, Kenneth Lay, was one of only a few people
who got direct access to Vice President Dick Cheney as he led a
task force that came up with recommendations for a national energy
plan released on Thursday.
     The task force's 163-page report calls for construction of
new power plants and refineries and the opening of more areas to
drilling as well as tax incentives for energy-efficient cars,
solar power and conservation.
     It does nothing to end power shortages and rate increases for
consumers in California this summer, Acorn said. The activist
organization called for price caps on electricity sales, and a
moratorium on utility service shutoffs for the elderly and
families with children paid for with taxes on energy sellers.
     Lay has advised President George Bush on energy matters, and
was a contributor to the Bush campaign. Bush was governor of
Texas. Enron is based in Houston and was one of several Texas-
based companies to back Bush.
     Enron's first-quarter profit quadrupled to $50.1 billion from
$13.1 billion a year earlier. Enron Chief Executive Jeffrey
Skilling has said revenue may exceed $200 billion in 2001,
possibly making Enron the largest publicly traded energy company
in the world.
     Shares of Enron rose 2 cents to $54.92 in late trading.

Enron Power Dispute May Cost India More Than $3.6 Bln (Update3)
2001-05-21 16:21 (New York)

Enron Power Dispute May Cost India More Than $3.6 Bln (Update3)

    (Closes shares.)

     Mumbai, May 21 (Bloomberg) -- India's federal and state
governments may have to pay Dabhol Power Co. more than 170 billion
rupees ($3.6 billion) if the Enron Corp. unit cancels a 2,184
megawatt power venture.
     ``The total liability may be above 170 billion rupees,''
Vinay Bansal, chairman of the Maharashtra State Electricity Board
said in an interview. ``The final tally is a matter of
negotiations but the figure is of that order.''
     On Saturday, Dabhol started a procedure to end its power
supply contract by serving a ``preliminary termination notice'' on
the board. It's owed 3 billion rupees by the board for power
supplied in December and January. Dabhol is 65 percent owned by
Houston-based Enron, the world biggest energy trader.
     ``We believe that the preliminary termination notice sends a
clear signal to the Maharashtra State Electricity Board of the
seriousness in which Dabhol Power and its lenders and shareholders
view this issue,'' Enron spokesman John Ambler said in an
interview from Dubai.
     The procedure may lead to cancellation of the $3 billion
project, India's biggest foreign investment, and trigger payment
guarantees by India's federal and state governments for
electricity bought by the board, plus ``termination charges.'' The
governments also guaranteed the bulk of $2 billion of loans that
Enron and its partners used to finance Dabhol.
     Shares of Enron rose 9 cents to $54.99.

                        Termination Process

     The full process to end the contract is expected to take
about six months, Ambler said.
     ``If the problems aren't resolved during that period, then
the power production agreement would terminate,'' he said.
     Included in possible liabilities of the federal and state
governments are one year's electricity bills and $300 million in
termination charges, A.K. Basu, secretary at the country's
ministry of power, said in an interview. This may amount to about
28 billion rupees, he said.
     State Bank of India, ABN Amro Holdings NV and other banks
that loaned Dabhol the money are hoping a settlement will still be
reached to prevent the project from being scrapped.
     ``The notice does not mean that the project is off,'' said
Janki Ballabh, chairman of State Bank of India, the country's
biggest commercial bank and one of the largest lenders to the
project. ``All parties are making attempts to find an acceptable
solution.''
     Indian banks, which made rupee loans worth about $1 billion
to Dabhol, are the most exposed to a possible termination of the
project. The federal government didn't guarantee all their loans,
which were seen as safe because the project was backed by Enron.
     Foreign currency loans by banks such as ABN Amro, Bank of
America Corp. and State Bank of India are guaranteed.
     Dabhol, which runs a 740-megawatt power plant, has invoked
payment guarantees and ``political force majeure,'' which allows
it to stop selling power to the electricity board without being
penalized.

                             Harm Investment

     Even so, overseas energy companies believe the Enron dispute
will harm foreign investment in India.
     Dabhol Power ``will have an impact on how people look at
India, and that's very unfortunate because we do see India as
potentially a very good market,'' Peter de Wit, director of Shell
International Gas, said Friday at a conference in Seoul.
     Shell plans to spend 19.5 billion rupees to build a 5 million
ton-a-year liquefied natural gas terminal at Hazira, a port in
Gujarat. The company may double the gas facility to 10 million
tons later.
     Enron's ``the first LNG project into India, and the sort of
circumstance they're faced with now doesn't give a lot of
confidence to people who want to consider long-term contracts into
India,'' he said.
     Enron is building a 5 million ton-a-year LNG facility at
Dabhol.

                       Delays, Slow Reforms

     Four foreign power companies, including Electricite de
France, Europe's largest, have so far pulled out of Indian power
projects worth $3 billion, citing long delays and the slow pace of
reforms.
     India wants to double its electricity generation capacity to
200,000 megawatts over the next ten years. It needs $100 billion
to do that, and is relying mainly on foreign companies.
     ``The pace of investments in the power sector is already
slow. It'll get slower,'' said Abhay Rangnekar, head of project
finance and corporate advisory services at ANZ Investment Bank,
which helped raise overseas loans for Dabhol.
     ``Lender sentiment has definitely been affected. Making sure
that the contracts are watertight is not enough anymore'' for
lenders to private power projects, he said.
     The preliminary termination notice gives Dabhol and the
electricity board six months to seek a resolution to the dispute.
     On Wednesday, Dabhol and the board are due for the second
time to meet a committee set up by the state government to
negotiate a solution. A.V. Gokak, former secretary at the
department of fertilizers, will represent the federal government.

Enron Withdraws From $2 Bln Middle East-Gas Project (Update4)
2001-05-21 16:26 (New York)

Enron Withdraws From $2 Bln Middle East-Gas Project (Update4)

     (Closes shares.)

     Houston, May 21 (Bloomberg) -- Enron Corp. pulled out of a
pipeline project in the Middle East as it became increasingly
likely that an Indian power-sales agreement will collapse.
     The Houston-based company ended its role in a $2 billion
project to export gas from Qatar. The Dabhol Power Co., owned 65
percent by Enron, filed Saturday to India's Maharashtra state's
electricity board to stop supplying power because it's owed 3
billion rupees ($63.9 million) by the board.
     Enron's exit from the Middle East project had nothing to do
with its decision to stop supplying power in Dabhol, company
spokesman John Ambler said. Analysts said some of the gas from the
Qatar plant likely would have gone to the Indian project.
     ``The (ending of operations in Qatar and India) go hand in
hand,'' First Albany Corp. analyst Bob Christensen said. ``The
liquefied natural gas would presumably be used to fuel the second
phase of the Dabhol project.''
     The timing of the two announcements was a ``coincidence,''
Ambler said in an interview from Dubai. ``We initiated discussions
several weeks ago (with partners in the Middle East project).''
     Pulling out of Qatar is part of Chief Executive Officer
Jeffrey Skilling's shift away from big construction and
infrastructure projects such as pipelines and power plants, and
into trading, the business of brokering large sales of energy and
other commodities, Ambler said.

                              Trading

     Skilling was named chief executive in December after helping
build what was once a sleepy gas-pipeline company into the biggest
competitor in the energy trading business.
     The company predicts it may top $200 billion in revenue this
year, largely because of energy trading. Through its EnronOnline
Internet market, Enron buys and sells gas, power and oil and oil
products. It also trades weather derivatives, pulp and paper,
steel and metals.
     Rebecca Mark and Joseph Sutton, Enron executives who had been
involved in buying or building large projects such as the Dabhol
plant, left last year.
     ``(Enron has) basically been a divestor of North American
hard assets,'' Christensen said. ``Now that's spinning into the
international sphere.''
     Shares of Enron rose 9 cents to $54.99. The stock has fallen
34 percent this year because of setbacks in the company's fiber-
optic trading business, the conflict over the India plant and
falling gas prices in recent weeks. Enron also failed to sell its
Oregon utility, Portland General Co., as planned.

                            Blockbuster

     In March, Blockbuster Inc. and Enron broke off a venture to
deliver movies directly to customers' homes. Enron owns a fiber-
optic telecommunications network, and it trades broadband
bandwidth, or space, on the networks. The broadband business lost
$35 million last quarter on revenue of $83 million. It lost $60
million last year on revenue of $408 million.
     Enron's $3.1 billion sale of Portland General to Sierra
Pacific Resources collapsed because state regulators weren't
likely to approve power plant sales needed to win antitrust
approval.
     U.S. Representative Peter DeFazio, a Democrat from
Springfield, Oregon, said last week that Enron should sell
Portland General to Oregon so state consumers can be protected
from soaring power prices.
     Enron will sell its 25 percent stake in Dolphin Energy Ltd.,
the owner of the Middle East project, to the Abu Dhabi government,
said Ahmed al-Sayegh, the chairman of state-controlled Dolphin.
     Dolphin had agreed two months ago with Qatar to develop its
North Field, the world's largest gas deposit, and build a pipeline
in the Persian Gulf to the United Arab Emirates and Oman.
     Enron was among eight energy companies picked Friday by Saudi
Arabia to spend $25 billion to develop gas projects.


Pursuant to my previous e-mail, attached are the closing documents marked
against Project Blackbird and the related Hawaii 125-0 (Danno A) documents in
WordPerfect.

Please call Muriel McFarling at (214) 659-4461 with any questions or
comments.  Thank you.

 - 242274x.wpd
 - 240786x.wpd
 - 240795x.wpd
 - 240796x.wpd
 - 240821x.wpd
 - 240822x.wpd
 - 240960x.wpd
 - 240961x.wpd
 - 240962x.wpd
 - 240963x.wpd
 - 240964x.wpd
 - 240996x.wpd
 - 240998x.wpd
 - 241004x.wpd
 - 241010x.wpd
 - 241012x.wpd
 - 241013x.wpd
 - 241014x.wpd
 - 241207x.wpd
 - 241211x.wpd
 - 241218x.wpd
 - 241220x.wpd
 - 240783x.wpd


Both conference rooms are booked.  The only time C1 is booked is from 10:30
am to 11:30 am.  It is available the rest of the day.  Do you want me to look
on another floor?

	Sara Shackleton
	02/22/2001 01:51 PM

		 To: Kaye Ellis/HOU/ECT@ECT
		 cc:
		 Subject: conference room

Any possibility of a conference room on Tuesday, Feb 27 from 10 am - 12 pm?

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com


Hi!

              Are we still on for dinner?


Jeff,

Please check with Belden or I if you are going to use these curves for
anything other than internal analysis or high-level negotiating.

If you need help converting into quarterly numbers, let me know.

Remember that the total cost of wholesale power includes ancillary services
which you can estimated to be 5% of these amounts.  I.e., 105% of the curve
price is the average power cost including A/S

Alan


Out on Friday, 09/22, for "floating holiday"...is that what it is called?
Thanks.


Kevin,

Would you have some time today or tomorrow to discuss this?  Also, we should rally with Kevin Hyatt to discuss his ideas on Sun Devil and determine if we can use a similar strategy for Trans Pecos.

My calendar is pretty open, just let me know what works for you and I'll coordinate with everyone.

Thanks,
Kim.

 -----Original Message-----
From: 	Howard, Kevin A.
Sent:	Monday, December 10, 2001 10:22 AM
To:	Watson, Kimberly
Subject:	Financing Arrangements

Kim:
I was hoping to catch up with you after Stan's meeting to discuss TW financing arrangements.  Their is still a very good possibility that TW could be added to the Cpt. 11 companies sometime in early Jan. (the Revolving Credit Agreement would be paid off as part of that process).  Two things to remember on new projects - (i) likelihood of TW cash for equity in deal is very low and (ii) If TW is put into Cpt. 11, the implications of its credit on the other counterparties.  If we can find other people's money and structure around the TW credit risk, we have a better chance (but still will be extremely tough).  As you heard this morning, cash is at a very high premium right now (especially with Red Rock expansion).

Thanks,

Kevin


So glad you could come to the party--it would never seem the same
without you.

Debbie called the next day and left a message saying she had planned to
come but had thought it was New Year's Eve.  She never mentioned that I
had called her twice (at least) to ask when I could drop by a small
gift.  I was hoping she would come but not too surprised.  Please stay
in touch with her.

The Mexican star lantern is really wonderful--you were absolutely
right--definitely my kind of thing!  It's been lighted every day since
Don brought it home.  I love telling folks it's my night light, although
I really don't leave it on all night.  Maybe one day I'll decide where
to hang it up.  For now, it's in a fine place.  I really can't thank you
enough for spying it and buying it for me.  It's sort of like the
whirl-a-gig--something you don't know you can't live without until you
see it!

Thanks for the leads on computer help.  I definitely need someone who
makes house calls--to my office.  do these folks do that?

theJulles wrote:

>    Part 1.1    Type: Plain Text (text/plain)
>            Encoding: quoted-printable

------------------------ Yahoo! Groups Sponsor ---------------------~-->
Tiny Wireless Camera under $80!
Order Now! FREE VCR Commander!
Click Here - Only 1 Day Left!
http://us.click.yahoo.com/WoOlbB/7.PDAA/ySSFAA/NoOolB/TM
---------------------------------------------------------------------~->

To unsubscribe from this group, send an email to:
emca-unsubscribe@egroups.com

Your use of Yahoo! Groups is subject to http://docs.yahoo.com/info/terms/


For Immediate Release
  Cal-Bay (Stock Symbol: CBYI)      Watch for analyst "Strong Buy Recommendations" and several advisory newsletters picking CBYI.   CBYI has filed to be traded on the NASDAQ OTCBB, share prices historically INCREASE when companies get listed on this larger trading exhange. CBYI is trading around $.40? and should skyrocket to $2.66 - $3.25 a share in the near future.   Put CBYI on your watch list, acquire a postion TODAY.       REASONS TO INVEST IN CBYI  A profitable company, NO DEBT and is on track to beat ALL earnings estimates with  increased revenue of 50% annually!  One of the FASTEST growing distributors in environmental & safety equipment instruments.    Excellent management team, several EXCLUSIVE contracts.  IMPRESSIVE client list including the U.S. Air Force, Anheuser-Busch, Chevron Refining and Mitsubishi Heavy Industries, GE-Energy & Environmental Research.   RAPIDLY GROWING INDUSTRY   Industry revenues exceed $900 million, estimates indicate that there could be as much as $25 billion from "smell technology" by the end of 2003.  !!!! CONGRATULATIONS !!!!! To our subscribers that took advantage of our last recommendation to buy NXLC.  It rallied from $7.87 to $11.73!    Unsubscribe HERE

Certain statements contained in this news release may be forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These statements may be identified by such terms as "expect", "believe", "may", "will", and "intend" or similar terms. We are NOT a registered investment advisor or a broker dealer. This is NOT an offer to buy or sell securities. No recommendation that the securities of the companies profiled should be purchased, sold or held by individuals or entities that learn of the profiled companies. We were paid $27,000 in cash by a third party to publish this report. Investing in companies profiled is high-risk and use of this information is for reading purposes only. If anyone decides to act as an investor, then it will be that investor's sole risk. Investors are advised NOT to invest without the proper advisement from an attorney or a registered financial broker. Do not rely solely on the information presented, do additional independent research to form your own opinion and decision regarding investing in the profiled companies. Be advised that the purchase of such high-risk securities may result in the loss of your entire investment. The owners of this publication may already own free trading shares in CBYI and may immediately sell all or a portion of these shares into the open market at or about the time this report is published.  Factual statements are made as of the date stated and are subject to change without notice.  Not intended for recipients or residents of CA,CO,CT,DE,ID,IL,IA,LA,MO,NV,NC,OK,OH,PA,RI,TN,VA,WA,WV,WI. Void where prohibited. Copyright c 2001


---------------------- Forwarded by Kay Mann/Corp/Enron on 12/15/2000 01:06
PM ---------------------------

Kay Mann
12/15/2000 07:54 AM
To: "Thompson, Peter J." <peterthompson@akllp.com>
cc:

Subject: Re: City of Austin Agreement and Exhibits

Peter, the distribution list on this is different from the ESA deal (each
contract has a different list - isn't that special?)  I will forward it to
the correct people.  Lee Johnson and Kent Shoemaker get copies on all of them
from GE's side.

Thanks,

Kay


Clem:  I gave y;our phone number to Steven Kessler who is the lawyer for
Deutsche Bank ("DB") (in New York).  You may recall that you and I spoke
earlier about DB's insistence of NO WAITING period to call upon the guarantor
(we reduced to two days).  Please call Steve  (212-469-8202) unless he calls
you first.  Thanks.  Sara


John,

Do we need to discuss the Vol_Smile or other file?  If Vol_Smile needs to be
modified please let myself or Sanjeev know.  Thanks.

Margie

 -----Original Message-----
From:  Griffith, John
Sent: Wednesday, April 11, 2001 3:45 PM
To: Nguyen, Margie
Subject: RE: Vol. Skew

I forgive you this time.  You do owe me though.  You were just keeping me on
my toes huh?  Lets discuss the file when you get a chance.  Thanks.

John


[IMAGE]	 	[IMAGE]	[IMAGE]

             [IMAGE] [IMAGE]   [IMAGE] [IMAGE] Upgrades  [IMAGE] DownGrades  [IMAGE] Coverage Initiated  [IMAGE] Stock Splits  [IMAGE] Buybacks  [IMAGE] Pos Pre-Announce  [IMAGE] Neg Pre-Announce  [IMAGE] Todays IPOs  [IMAGE] IPO - Quiet Periods   [IMAGE] IPO - Postponements  [IMAGE] IPO - Withdrawals  [IMAGE] IPO - Latest Pricing  [IMAGE] IPO - Lockup Period     [IMAGE]   [IMAGE]   [IMAGE]  [IMAGE]  [IMAGE] Unsubscribe  [IMAGE] Update my Membership / Profile  [IMAGE] Forgot Username / Password  [IMAGE] Add / Edit Alerts  [IMAGE] View My Alerts   [IMAGE] [IMAGE] [IMAGE] [IMAGE]   [IMAGE]  [IMAGE]    [IMAGE] [IMAGE] [IMAGE] 	  As requested, your News Alert for YHOO  follows from EquityAlert.com.     J.D. Power and Associates and Yahoo! Inc. Report: Travelers Strongly Prefer Federal Involvement in Airport Security Screening Process   AGOURA HILLS, Calif., Nov 19, 2001 (BUSINESS WIRE) -- As the busiest holiday travel period approaches, consumers are still planning to increase air travel. Last week's crash of Flight 587 did not dramatically reduce confidence in air travel, however, travelers want more federal involvement in security measures, according to the J.D. Power and Associates and Yahoo! Inc. (Nasdaq:YHOO) report released today.   Among those who have traveled within the last three months, 62 percent of air travelers say they are "already comfortable" with air travel. This same group reports the level of travelers reporting they will "never" be comfortable rose from 3 percent to 5 percent.   The report shows being "afraid to fly" is still the most often-cited reason for curtailing air travel plans, with nearly 50 percent of leisure travelers mentioning it as their number one reason. One-third of business travelers cited either economic conditions or company restrictions on air travel as their top reasons for not flying.   Travelers have a strong preference for federal involvement in the airport security screening process, according to the report.   "The highly publicized recent stories of security lapses have greatly reduced the public's opinion of private airport security companies," said Michael Taylor, director of travel services at J.D. Power and Associates. "The public also feels stronger that a search of checked baggage is necessary for airport security."   One thing that hasn't changed in the past month is the public's faith in technology to provide greater security. High-tech scanners and bomb "sniffers" top the list of items travelers would like to see in airports. A ban on restaurant cutlery and national ID cards have the least impact on how safe consumers feel.   "As for what can be done to increase in-flight security, armored cockpit doors would inspire as much confidence as sky marshals posted on random flights," said Taylor.   The percentage of people that feel air travel has "changed forever" is slowly dropping, while the percentage of people perceiving "no difference" increased from 8 percent to 12 percent. The Flight 587 tragedy did not affect the percentage of travelers who are still undecided about their comfort level in flying, which remained steady at one in five travelers.   The survey was conducted two months after the worst air catastrophes in the history of the United States, September 11, and one day after the crash of Flight 587. J.D. Power and Associates and Yahoo! collected data from more than 2,600 adult respondents. The public opinion poll was conducted among random visitors to Yahoo's Web site the week of November 12. More than 1,200 of the respondents reported having air travel experiences within the past three months.   Headquartered in Agoura Hills, Calif., J.D. Power and Associates is a global marketing information services firm operating in key business sectors including market research, forecasting, consulting, training and customer satisfaction. The firm's quality and satisfaction measurements are based on actual responses from millions of consumers annually. J.D. Power and Associates can be accessed through the Internet at www.jdpa.com. Media e-mail contact: jessica.smith@jdpa.com, or michael.greywitt@jdpa.com.   Yahoo! Inc. is a leading global Internet communications, commerce and media company that offers a comprehensive branded network of services to more than 210 million individuals each month worldwide. Yahoo! is the No. 1 Internet brand globally and reaches the largest audience worldwide. The company's global Web network includes 24 world properties. Yahoo! has offices in Europe, Asia, Latin America, Australia, Canada and the United States, and is headquartered in Sunnyvale, Calif.   This press release is provided for editorial use only. No advertising or other promotional use can be made of the information in this release or J.D. Power and Associates survey results without the express prior written consent of J.D. Power and Associates.   CONTACT:          J.D. Power and Associates                   Jessica Smith, 203/221-1998, East Coast                   Michael P. Greywitt, 818/707-9526, West Coast URL:              http://www.businesswire.com Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page.  Copyright (C) 2001 Business Wire.  All rights reserved.  -0-   KEYWORD:          CALIFORNIA AUSTRALIA INTERNATIONAL ASIA PACIFIC CANADA INDUSTRY KEYWORD: ADVERTISING/MARKETING                   AEROSPACE/DEFENSE                   AIRLINES                   GOVERNMENT                   PUBLISHING                   MARKETING                   AGREEMENTS                   PRODUCT                   SOURCE:                   J.D.                   Power                   and                   Associates    [IMAGE]    ***IMPORTANT NOTICE AND DISCLAIMER REGARDING THIS COURTESY EMAIL***   At your request, as a subscriber to our service, this email alert is being sent to you as a courtesy and is for information purposes only. We are a financial news re-distributor. We are not an investment advisory and do not purport to tell or suggest which companies you should monitor or which securities you should purchase or sell.   In addition to the information regarding the company you are monitoring (the "Monitored Company"), this email contains advertisements describing products, services or companies for which we receive fees from the advertising companies. In the case of International Mercantile Corp we are receiving 100,000 shares of International Mercantile Corp from a third party for distribution of this advertisement.  We reserve the right to sell all or part of these shares at anytime, either before, during or after the advertisement period.   In addition, not withstanding our policy of prohibiting employees from buying or selling securities of an advertising company for a period of 20 days following dissemination of the advertisement, we may not be able to effectively monitor our employees to ensure compliance with the same. Consequently, there may be sales and/or purchases of such securities by our employees prior to, during and immediately following the dissemination of the advertisement.   Please note that (1) this email may not contain the full text of the press release issued by, or the research or other reports regarding, the Monitored Company; and (2) the text of the advertisement, the press release and/or reports were obtained from third party sources and were not written, generated or edited by us; accordingly, we make no representations or give any assurance as to the accuracy or completeness, nor have we conducted any independent investigations of, the disclosures regarding the subject matter of such releases and reports.   Please note that links to the advertising company and/or Monitored Company are provided for your convenience. We assume no obligation for the content of such sites.   All information contained herein should be independently verified by you with the advertising company or with Monitored Company or any other sources you prefer.   [THIS IS ONLY A SUMMARY OF, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, THE "EQUITYALERT SUBSCRIBER AGREEMENT AND DISCLAIMER." PLEASE VISIT http://www.equityalert.com/home/disclaim.asp  FOR ACCESS TO OUR COMPLETE DISCLAIMER]        	  [IMAGE] [IMAGE] [IMAGE] [IMAGE]   [IMAGE] [IMAGE] [IMAGE]  [IMAGE] [IMAGE] [IMAGE] Stock  Quote [IMAGE]   [IMAGE] Stock  Chart [IMAGE]   [IMAGE] Covered  Calls  [IMAGE]   [IMAGE] Company  Profile [IMAGE]   [IMAGE] [IMAGE]  [IMAGE] [IMAGE] [IMAGE] [IMAGE] [IMAGE] [IMAGE]   [IMAGE] [IMAGE] [IMAGE] Option  Details  [IMAGE]   [IMAGE] Black  - Scholes [IMAGE]     [IMAGE]  Power Option PLUS Logo    [IMAGE] [IMAGE] [IMAGE] [IMAGE] [IMAGE] [IMAGE]    [IMAGE]


Gerald,

There were two changes to be made to the legal description of the property contained on the first page of the agreement as well as in Exhibit B:

1) In the third line, it should read a distance of 49.28' not 49.26'.

2) In the fourth line, the degree symbol is left off the N 51?.

I will send you through interoffice mail a copy of the survey plat for the land.  Will you or Keith take care of forwarding a copy of the agreement to the police jury for review?

Rakhi
x3-7871

 -----Original Message-----
From: 	Nemec, Gerald
Sent:	Thursday, October 18, 2001 1:46 PM
To:	Israni, Rakhi
Cc:	Purvis, Kyle
Subject:	FW: Sale of Napoleonville, LA  property  our file ENR-02

Please review.  Note that on the attached letter, we will remove the rep. concernig the "presence" of hazardous materials".  According the Kyle, there may have been such material stored in the warehouse.  Kyle,  Please review the letter and let me know if you see any problems.

 -----Original Message-----
From: 	"P. Keith Daigle" <pkdaigle@neosoft.com>@ENRON
Sent:	Saturday, October 13, 2001 1:50 PM
To:	Nemec, Gerald
Subject:	Sale of Napoleonville, LA  property  our file ENR-02

Gerald:

I am attaching the following documents for your review:

1).  Purchase and  Sale Agreement,

2)  Draft of the body of a letter from LRCI to the Police Jury

I have revised the Purchase and Sale Agreement to add the language to
the suggested by Kim Torres (in ? 4) and to add Louisiana Resources,
Inc. and Louisiana Resources, L.P. as intervenors in the Cash Sale to
quitclaim the property to the Police Jury to solve the title problem.

Please contact me upon receipt to discuss and to fill in the blanks.

Keith

PURCHASE AND SALE AGREEMENT

	This Purchase and Sale Agreement (together with all Exhibits hereto and made a part hereof, this "Agreement") is entered into effective the ___ day of __________, 2001 (the "Effective Date") by Louisiana Resources Pipeline Co., Inc., a _________________________ corporation, having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, as "Seller"; and The Police Jury for the Parish of Assumption, Louisiana, acting through its duly authorized President, Martin S. Triche, pursuant to Resolution No. _________ of the Assumption Parish Police Jury dated __________, 2001, as "Buyer", each a "Party" and together, the "Parties."

	Whereas, Seller is the owner of the following described property located in Section 66, Township 13 South, Range 14 East, Assumption Parish, Louisiana:

	Commencing at a corner common to the Northwest corner of Robin Street and the Northeast corner of property now or formerly owned by Clifton Naquin, proceed N 38  03' 43" E a distance along the Western right of way line of Robin Street a distance of 49.26', thence along the same course a distance of 227.81' to a point, thence N 51  58' 32" W, a distance of 260.32', thence along the rear property line a distance of 277.44' to a point, thence along the South property line a distance or 260.02'to the point of beginning, containing 2.269 acres, more or less, as further depicted on the Survey Plat showing a 5.081 Acre Tract of Land Belonging to Louisiana Resources Co., dated February 22, 1999, prepared by Harold J. Terracina, R.E., a copy of which is attached as Exhibit "A", and incorporated herein for all purposes, together with all improvements located thereon and all appurtenances thereto, which property is hereinafter referred to as the "Subject Property."  The improvements located on the Subject Property bear Municipal Address 119 Robin Street, Napoleonville, Louisiana, 70390.

Whereas, Seller is desirous of selling, and Buyer is desirous of purchasing, one hundred percent of Seller's interest in the Subject Property.

	Now Therefore, in consideration of the purchase price to be paid by Buyer to Seller and the mutual agreements contained herein, the Parties hereto acknowledge and agree as follows:

	1.	Description of Property.  Seller agrees to sell and Buyer agrees to purchase all of Seller's right, title and interest in the Subject Property. The actual sale of the Subject Property shall be by Cash Sale, containing special warranties, substantially in the form of Exhibit "B", attached hereto and incorporated herein for all purposes.

	2.	Purchase Price.  The purchase price for the Subject Property to be paid by Buyer to Seller for the Subject Property shall be One Hundred Thousand Dollars ($100,000.00) in cash due and payable by cashier's check made payable to Seller and delivered to Seller contemporaneously with the receipt by Buyer of the Cash Sale executed by Seller and vesting all of Seller's ownership interest in and to the Subject Property in Buyer.

	3.	Not an Option.  This is not an option, but it is an executory contract to buy and sell and it shall be so construed in all respects.  No Party may withdraw from this Agreement all Parties grant unto each other and reserve unto themselves the absolute right to demand specific performance of this Agreement.

	4.	Warranties by Seller.  Seller's interest in and to the Subject Property is and will be transferred to and accepted by Buyer "AS IS, WHERE IS" AND IN ITS PRESENT CONDITION AND STATE OF REPAIR.  BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE CONDITION OR QUALITY OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, AND ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS. BUYER HAS INSPECTED THE SUBJECT PROPERTY AND HAS SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES.  BUYER EXPRESSLY WAIVES ALL CLAIMS TO ANY AND ALL REDHIBITORY DEFECTS AND/OR VICES AND ALL CLAIMS BASED ON THE FITNESS OF THE SUBJECT PROPERTY FOR ANY INTENDED PURPOSE.   BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE SUBJECT PROPERTY AND BUYER SHALL ACCEPT ALL OF THE SAME IN AN "AS IS, WHERE IS" CONDITION.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS PURCHASE AND SALE AGREEMENT AS TO THE SUBJECT PROPERTY.

	Seller warrants that it is the record title owner of the Subject Property, and warrants that it has good and merchantable title, free and clear of any and all liens or encumbrances, and agrees to indemnify and hold harmless Buyer from and against all claims asserted by parties asserting adverse title, liens or encumbrances.

	Seller warrants that it is a corporation in good standing under the laws of the State of ______________ and that the person executing this Agreement and the Act of Cash Sale pursuant hereto on behalf of the Seller has valid and binding authority to do so.

	5.		INDEMNITIES.   BUYER SHALL INDEMNIFY, DEFEND, REIMBURSE AND HOLD SELLER, ITS PARENT AND AFFILIATES AND SUBSIDIARIES (THE "SELLER GROUP") FREE AND HARMLESS FROM ANY COSTS, CLAIMS, DAMAGES (WHETHER ON ACCOUNT OF PERSONAL INJURY OR DEATH OR ON ACCOUNT OR PROPERTY DAMAGE) OR CAUSES OF ACTION AND LOSSES OF WHATSOEVER NATURE (INCLUDING ATTORNEY'S FEES AND COURT COSTS) ARISING OUT OF, OR IN CONNECTION WITH OR IN ANY WAY ATTRIBUTABLE TO THE OWNERSHIP OF THE SUBJECT PROPERTY, ON OR AFTER THE CLOSING DATE, EXCEPT TO THE EXTENT SUCH COSTS, CLAIMS, DAMAGES, CAUSES OF ACTION OR LOSSES ARE DUE TO SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

	6.		Proration of Taxes.    All property, ad valorem and similar taxes applicable to the Subject Property shall be prorated as of the Effective Date between Seller and Buyer. Such proration shall be final and shall not be the subject of adjustment after the final bills are rendered.  Buyer shall be responsible for all taxes, except income taxes of Seller, and prepare all tax filings, in respect to the Subject Property that are required to be paid or filed after the Effective Date.  To the extent that any such taxes filed and paid by Buyer are prorated hereunder, Seller shall promptly pay, upon of receipt of an invoice therefor from Buyer, its pro rata share of same.  All taxes, except Seller's income taxes, occasioned by reason of this sale, whether real, personal or mixed, shall be borne and paid solely by Buyer.  If, for the current ad valorem tax year, the taxable value of the Subject Property that is the subject of this Agreement is determined by a special appraisal method that allows for appraisal of the property at less than market value, the person to whom the property is transferred may not be allowed to qualify the Subject Property for that special appraisal in a subsequent tax year and the Subject Property may then be appraised at its full market value.  In addition, the transfer of the Subject Property or a subsequent change in the use of the property may result in the imposition of an additional tax plus interest as a penalty for the transfer of the change in the use of the land. Buyer acknowledges that there shall be no proration for, and Buyer shall be responsible for, payment of any "roll back" taxes or any other redetermination of property taxes assessed or relating to the year of the closing and years preceding the year of closing due or based upon any change in the use of the Subject Property at and after the closing hereunder.

7.		Disputes.   Any dispute relating to this Agreement shall be resolved by binding, self-administered arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and all such proceedings shall be subject to the Federal Arbitration Act.  A single arbitrator shall be selected under the expedited rules of the AAA.  Only damages allowed pursuant to this Agreement may be awarded and the arbitrator shall have no authority to award consequential, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under Louisiana law. The arbitrator shall have the power to award the remedy of specific performance. The results of such arbitration shall be conclusive and binding, provided, however, that both Parties shall have the right to apply to a court of competent jurisdiction for such equitable relief as is necessary to preserve and enforce their rights under this Agreement.  Notwithstanding any of the foregoing provisions, either Party may join the other Party to any action, suit or proceeding with respect to which the Party seeking such joinder is a defendant, if the other Party is required to defend, indemnify, and hold harmless such defendant in accordance with the terms of the provisions hereof.   Judgment upon the award rendered by the arbitrator may be entered in any court having a jurisdiction hereof.

8.		Entirety and Severability.  This Agreement constitutes the entire agreement of the Parties related to the purchase and sale of the Subject Property.  There are no prior or contemporaneous agreements or representations (whether oral or written) affecting the Subject Property other than those herein expressed.  In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been herein contained.

9.		Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA AND FEDERAL LAW AS SET FORTH IN PARAGRAPH 7 ABOVE.

10.		Successors and Assigns.  This Agreement, and all of the terms and provisions hereof, shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and assigns.

11.	Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and need not be signed by more than one of the Parties and all of which shall constitute one and the same agreement.

	12.	Further Assurances.  Each Party agrees that it will promptly perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the intent and purposes of this Agreement.

	13.	Attorney's Fees.  In the event of the commencement of an arbitration proceeding or a breach of any of the provisions contained herein by either Party, the prevailing Party shall be entitled to collect from the other Party, as part of its damages for said breach, reasonable attorneys' fees associated with enforcing or defending any provision hereof.

	14.	Amendments. This Agreement may be modified or amended only in writing signed by both Parties which expressly refers to this Agreement and states an intention to modify or amend it.  No such amendment or modification shall be effected by use of any purchase order, acknowledgment, invoice or other form of either Party and in the event of conflict between the terms of this Agreement and any such form, the terms of this Agreement shall control.

	15.	Waiver.  A waiver by either Party of a breach of any of the terms of this Agreement by the other Party shall not be deemed a waiver of any subsequent breach of the terms of this Agreement.  The failure of any Party to insist upon strict performance of any provisions of this Agreement or to exercise any right under it shall not constitute a waiver of that provision.

	16.	Termination.  This Agreement shall expire and shall be of no further force or effect Ninety (90) days from the Effective Date unless prior to such time the Parties have entered into an act of Cash Sale transferring the Subject Property from the Seller to the Buyer.

	Each Party does hereby execute this Agreement as of the ________ day of ______, 2001.

Witnesses:					Louisiana Resources Pipeline Co., Inc.

________________________		By: _________________________							       _________________________
________________________		         Attorney-in-Fact

					 	The Police Jury of Assumption Parish Louisiana

________________________		By: _________________________
							Martin S. Triche, President

________________________

EXHIBIT "A"

EXHIBIT "B"
NOT FOR EXECUTION   EXHIBIT AS TO FORM ONLY

State of Louisiana
Parish of Assumption
ACT OF CASH SALE

	Be it Known, that on this ____ day of ________, 2001 before me, _____________________________, Notary Public, duly commissioned and qualified  within the jurisdiction indicated, and in the presence of the undersigned witnesses, personally came and appeared:

	Louisiana Resources Pipeline Co., Inc., Tax I.D. No._________________a _________________________ corporation, having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, hereafter referred to as "SELLER";

	LRCI, Inc., Tax I.D. No.________________a _________________________ corporation, having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, hereafter referred to as "INTERVENOR NO. 1"; and,

	Louisiana Resources Pipeline Co., L.P., Tax I.D. No.________________a _______________ limited partnership having its principal place of business at ___________________________________ appearing herein through its duly appointed attorney-in-fact whose power of attorney has not been revoked or rescinded, hereafter referred to as "INTERVENOR NO. 2";

who declared that for the price of One Hundred Thousand ($100,000.00) DOLLARS cash, receipt of which is acknowledged, SELLER hereby sells and delivers without any warranty of title whatsoever except for the acts of the SELLER, but with full subrogation to all rights and actions of warranty SELLER may have, unto:

	The Police Jury for the Parish of Assumption, Louisiana, Tax Identification Number _______________________, acting through its duly authorized President, Martin S Triche, pursuant to Resolution No. _________ of the Assumption Parish Police Jury dated __________, 2001, and whose present mailing address is _____________________, Napoleonville, LA, __________, hereafter referred to as "PURCHASER";

the following described property, with all its component parts, including all rights, ways, privileges, servitudes and appurtenances thereto belonging, the possession of which PURCHASER acknowledges:

	Section 66, Township 13 South, Range 14 East, Assumption Parish, Louisiana:

		Commencing at a corner common to the Northwest corner of Robin Street and the Northeast corner of property now or formerly owned by Clifton Naquin, proceed N 38  03' 43" E a distance along the Western right of way line of Robin Street a distance of 49.26', thence along the same course a distance of 227.81' to a point, thence N 51  58' 32" W, a distance of 260.32', thence along the rear property line a distance of 277.44' to a point, thence along the South property line a distance or 260.02'to the point of beginning, containing 2.269 acres, more or less, as further depicted on the Survey Plat showing a 5.081 Acre Tract of Land Belonging to Louisiana Resources Co., dated February 22, 1999, prepared by Harold J. Terracina, R.E., a copy of which is attached as Exhibit "A", and incorporated herein for all purposes, together with all improvements located thereon and all appurtenances thereto. The improvements located on the Subject Property bear Municipal Address 119 Robin Street, Napoleonville, Louisiana, 70390.

	This Sale is made pursuant and subject to all of the provisions of that certain Purchase and Sale Agreement dated effective as of _____________________, 2001, by and between PURCHASER and SELLER, and the delivery of this Act of Cash Sale shall not affect, enlarge, diminish or otherwise impair any of the warranties, representations, disclaimers or covenants made in the Purchase and Sale Agreement and all of such warranties, representations, disclaimers and covenants shall survive the delivery of this Act of Cash Sale to the extent, and in the manner, set forth in the Purchase and Sale Agreement.

Taxes for the current year will be prorated.

All parties signing the within instrument have declared themselves to be of full legal capacity and have declared that the name, marital status, domicile and address of each is correct as set forth above.

All agreements and stipulations herein and all the obligations assumed herein shall inure to the benefit of and be binding upon the heirs, successors and assigns of the respective parties, and the PURCHASER, PURCHASER's heirs and assigns shall have and hold the described property in full ownership forever.

This conveyance is made and accepted, SUBJECT TO, any and all covenants, conditions, restrictions, easements, and/or reservations which may appear of record in the public records of Assumption Parish, Louisiana, affecting the Subject Property. Appearers recognize that, except to the extent separately certified in writing, no title examination of said property has been performed by the undersigned Notary(s), and said parties release the undersigned Notary(s), from all liability therefor.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and need not be signed by more than one of the Parties and all of which shall constitute one and the same agreement.

INTERVENOR NO. 1 and INTERVENOR NO. 2, declare that they are appearing herein solely for the purpose of ratifying and agreeing to the sale of by SELLER to PURCHASER of the property described herein, and further that they transfer, set over, and quitclaim to the SELLER any rights they may have, if any, in and to the property described herein, without any warranty whatsoever.

	Thus Done and Passed in the presence of the undersigned competent witnesses, who sign with Appearers and the undersigned Notary(s), after due reading of the whole.

 Witnesses:				Seller:

_____________________		Louisiana Resources Pipeline Co., Inc.

					By: _________________________					                _________________________
                                             	         Attorney-in-Fact

_____________________		Intervenor No. 1

					LRCI, Inc.

					By: _________________________					                _________________________
                                             	         Attorney-in-Fact

					Intervenor No. 2:

					Louisiana Resources Pipeline Co., L.P.

					By: _________________________					                _________________________
                                             	         Attorney-in-Fact

	__________________________________
	NOTARY PUBLIC, in and for the
	 County of _____________, Texas
	My commission expires, ______________

Witnesses:		Buyer:

_____________________		Police Jury, Assumption Parish Louisiana

		By:__________________________
                                                	Martin S. Triche, President_____________________

	__________________________________
	NOTARY PUBLIC, in and for the
	Parish of Assumption, Louisiana
	                  My commission expires, ______________

 - HazWasteLtr.rtf << File: HazWasteLtr.rtf >>


Eric,

I checked on Saturday and remembered that we have friends from Austin coming
into town.  Sorry that I couldn't help out.

Chris

	From:  Eric Bass @ ECT                           11/13/2000 10:34 AM

To: Chris Gaskill/Corp/Enron@Enron
cc:

Subject: A&M/UT Flag Football Invitation

Here is the info on the tourney.  We are one person short and could really
use your help.  Please try to let me know ASAP whether you can play so I can
explore other alternatives.

Thanks,

Eric
x3-0977
---------------------- Forwarded by Eric Bass/HOU/ECT on 11/13/2000 10:32 AM
---------------------------

	Enron North America Corp.

	From:  Flag Football Challenge @ ENRON                           10/21/2000
10:38 PM

Sent by: Enron Announcements@ENRON
To: Flag Football Invite
cc:
Subject: A&M/UT Flag Football Invitation

Enron and Andersen Consulting are proud to sponsor the 2nd Annual
Aggie-Longhorn
Flag Football Challenge on Saturday, November 18.  The purpose of this event
is to
raise money for both schools, and to enjoy the competitive spirit of the
third oldest rivalry
in college football.  This year's game marks the 107th meeting between Texas
A&M
University and The University of Texas, and, with a little luck, the Big 12
South Title
will be on the line!

Enron and Andersen Consulting are sponsoring the event, but we need your help
as
participants and fundraisers.  Contributions raised will benefit the general
scholarship fund
for each school.

The details:
Date:    Saturday, November 18th

Time:    10:00 a.m. - approximately 4 p.m. (Warm up is at 9:30 am)

Location:   Stratford High School Practice Fields (just off Dairy Ashford,
south of I-10)

Food and Drinks:  Schulze,s BBQ (FREE - courtesy of Enron)

Eligibility:   Full-time employees and/or their spouses
    (Players must have graduated from Texas A&M
 or The University of Texas )

Team Jerseys:  Provided by Enron and Andersen Consulting

Format:   7 players with at least 1 female player on the field at all times

Team Size: Recommend 8-10 players per team (no more than 10 per team)
 Contact the team captains to sign-up.  (Sign-up now to ensure your
 place on a team)

Prizes:    Winning team receives 16 tickets to the A&M/UT game in
Austin on Friday, November 24
    Winning team also owns the "Horns Down/Horns Up" trophy
until next year!

Fundraising Goal  The committee has set a goal of raising $16,000 for each
school.  This will require a contribution of $2,000 per team,
plus an equal amount from corporate matching funds.

Last year's event featured a last-minute comeback as the Enron Aggies Team 1
defeated the Enron
Longhorns Team 1 for the championship and took home the tickets and the
trophy.  This year, expect
the Longhorns (and Andersen Consulting) to come in with revenge on their
minds!

Thanks to the gracious gift from the UT Alumni, who redirected their
donations to the A&M Foundation,
we were able to permanently endow scholarships dedicated to the memory of the
12 Aggies who died
in last year's Bonfire collapse.  We believe this event is a great tradition
for both companies, and we are
pleased to be able to raise important funds for both institutions.

If you are interested in participating or otherwise being involved, you must
contact one of the team captains
below by the close of business on Friday, November 3 (phone or email).  Team
rosters will be filled on a
first-come, first-served basis.

Aggies           Longhorns
Brad Mauritzen  x33272             Webb Jennings x31944
Russ Porter       x58410                  Michael Simmons x37942


Start Date: 4/25/01; HourAhead hour: 15;  HourAhead schedule download failed.
Manual intervention required.