GE Acknowledgement/Consent to Transfer Pastoria Turbines

Karen Jones at Enron in Portland drafted the attached. We wanted your
review and comments, especially with respect to how we treat the concept of
the "merger" of the Agent and Purchaser in the agreements once they are out
of the Enron financing vehicle. The same considerations apply to what is
commonly known as the "Blue Dog" turbine, also.

Mike - this is what I left the voice mail about yesterday. Let me know if
you'll have a chance to talk later today. Steve is in Houston at Enron
today, so we can get him on the call, also.

Thanks so much,

Rose

713-345-7726;
cell - 713-303-4076
roseann.engeldorf@enron.com