Officer's Certificate for EPOS

Doug,
As we discussed, Larry Pardue has requested that I get you to sign an
officer's certificate regarding the execution and delivery of the Fuel Supply
Agreements. The document that he forwarded to me does not define the
agreements that he wants you to certify as to. They are vaguely referred to
as Transaction Agreements which have been delivered. As far as I know, he
may be wanting a certification as to the Consent documents. If they get back
to me, I will request that they modify the document to reflect the Fuel
Supply Agreements only and that you are not aware of any reason why they
would not be valid under New York law, that you are not aware of any lawsuit
threatened against EPOS as a result of it entering into these Fuel Supply
Agreements and that so far as you know, EPOS is not an investment company as
such term is defined. I will let you know what Larry is able to modify.
----- Forwarded by Dan J Hyvl/HOU/ECT on 12/14/2000 10:41 AM -----

Larry Pardue@ENRON_DEVELOPMENT
12/14/2000 08:38 AM

To: Dan J Hyvl@ECT
cc: Francisco Pinto Leite/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Officer's Certificate for EPOS

Dan, as we discussed, herewith the EPOS Officer's Certificate. Again, and
sorry for the short notice, we need a fax of the Certificate before 11 a.m.
this morning, Houston, time, for the closing/funding. Again, the certificate
is being requested from our lawyers, Vinson & Elkins, so that they may
release their opinion in connection with the closing. They must have the
Certificate in order to do so.

Thanks Dan, and please call me at 202 628 1700, or my cell 713 854 8000, or
Francisco Pinto 202 639 6699, or his cell 713 301 8882, should you have any
questions.

Larry Pardue
Senior Legal Specialist
Enron Caribbean -- Legal Department
333 Clay Street, Suite 1900
Houston, Texas
U.S.A.
Tel +713 345 52 40
Fax +713 646 60 58
email: larry.pardue@enron.com

- Officer's Certificate -- Enron Power Oil Supply Corp..DOC