Assignment of Equipment

Chris,

Attached is a draft of a conveyance document which is intended to transfer
ownership of the turbines and other equipment to the City of Austin and Enron
Sandhill Limited Partnership. Please forward the same to Bob Kahn for his
review and consideration. My understanding is that we are trying to get
together ASAP to have this executed along with the Second Amendment to EPC
and side letter that were sent a few weeks ago.

Thanks

Stuart