Austin Sandhill Mgt Committee

To transition Enron's Sandhill Management Committee members from Jim/Billy to
Kevin/Dave I have drafted and legal has reviewed a notification letter
(attached below) that Jim Ducote is going to hand deliver to Andy Ramirez
(Austin's Mgt Committee member) at a meeting he has with him on Monday 5/21
to insure a smooth transition.

The management committee meetings are held whenever necessary approximately
once per month during construction, but should be less frequent now that the
plant is to be operational May 23. Jim has mentioned there will be some
issues that need to be cleaned up such as the plant's construction delay (was
guaranteed to be complete 5/1) at the next meeting that should take place in
June. Also, I think adding capacity to the demineralization plant is a
"no-brainer" to enable us to run the plant at full on the weekends.

Kevin/Dave if you would like to call Andy Ramirez his number is (512)
322-6479.

If anyone has any concerns with this transition please call me asap at
x3-4258.

Thanks, - Mike