PURCHASE & SALE AGREEMENT

Hello!

Here is the latest draft on Garden State/Project Barbed Wire. As I mentioned
to Dee, the agreement is due to be signed on Tuesday, 7/11.

Dee/Rick, I just learned that there are multi-employer plans for the
unionized employees. I'll provide details as I learn them.

I guess you can forward your comments to me, with a copy to Stuart Zisman.

Thanks. Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 07/06/2000 05:15
PM ---------------------------
From: Stuart Zisman on 07/06/2000 10:50 AM
To: Michelle Cash/HOU/ECT@ECT, Rick Johnson/HR/Corp/Enron@ENRON, Rick
Johnson/ENRON@Gateway
cc: Peter del Vecchio/HOU/ECT@ECT
Subject: PURCHASE & SALE AGREEMENT

Peter asked me to forward this most recent draft to each of you.

Stuart

----- Forwarded by Stuart Zisman/HOU/ECT on 07/06/2000 09:26 AM -----

"VIVIAN FARRELL" <VFARRELL@LLGM.COM<
07/05/2000 05:50 PM

To: <STUART.zisman@enron.com<
cc:
Subject: PURCHASE & SALE AGREEMENT

Dear Mr. Zisman

Attached is the latest draft of the Purchase & Sale Agreement. It is in Word
format, and is 62 pages long.

Should you require any assistance, please call me on 713 287 2075 or George
Lee on 713 287 2066.

Thanks.

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VIVIAN G FARRELL (Mrs)
LeBoeuf Lamb Greene & MacRae LLP
1000 Louisiana
Houston, Texas 77002
vfarrell@llgm.com

- G1112!.DOC