EPC/OE Contracts

Gerald-

Here's the Owner's Engineer agreement from Nick. Let me know what fits your
schedule today to get together. I have a conference call at 10:00 AM, but
otherwise I'm clear today. Just let me know.

Thanks,

Audrey

X 35217
---------------------- Forwarded by Audrey O'Neil/HOU/ECT on 10/18/2000 08:15
AM ---------------------------

Nick Cocavessis@ENRON
10/17/2000 03:45 PM
To: Audrey O'Neil/HOU/ECT@ECT
cc:
Subject: EPC/OE Contracts

---------------------- Forwarded by Nick Cocavessis/Corp/Enron on 10/17/2000
03:44 PM ---------------------------

Nick Cocavessis
06/26/2000 11:50 AM
To: Rusty Belflower/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: EPC/OE Contracts

---------------------- Forwarded by Nick Cocavessis/Corp/Enron on 06/26/2000
11:49 AM ---------------------------

Scott Dieball@ENRON_DEVELOPMENT
06/23/2000 05:16 PM
To: Nick Cocavessis@ENRON
cc: Brian Redmond@ECT

Subject: EPC/OE Contracts

Forgot to copy Nick.
---------------------- Forwarded by Scott Dieball/ENRON_DEVELOPMENT on
06/23/2000 05:10 PM ---------------------------

Scott Dieball
06/23/2000 05:10 PM
To: Brian Redmond@ECT
cc:

Subject: EPC/OE Contracts

Not much luck thus far. Both of my pipeline/process contracting guys are
gone for the day. I'll talked to them on Monday. In the meantime, attached
are sample forms for the following:

1. Owner's Engineer Agreement (this form was put together for the Vitro
power project but the type of project won't really make a difference in most
respects)

2. EPC Term Sheet (this form was taken from the RioGen power project so some
of the terms will probably not be applicable such as performance LD
provisions)

I can send you an EPC contract go-by for power projects but I think many of
the provisions will be overkill or otherwise not applicable. Let me know if
you want it, otherwise, I'll see what I can find on Monday re an EPC contract
(and EPC termsheet) for pipeline/process projects.

Regards.

Scott