Revisions to LOU

Add to Buyer's Closing Conditions:

"Buyer shall have received notification from Management Company of the
written acceptance of employment offers made by Management Company from
Seller's employees identified by Enron Human Resources as "Management
Commercial" or "Commercial" employees. This condition may be waived in whole
or in part by Buyer."

Is there a revised Organizational Chart?

Also please revise "August 21" to "August 23" in Exclusivity section of LOU.
While the Audit Committee meeting is still scheduled for August 21, one of
the members, Gerald Smith, is travelling and will be calling from the San
Francisco airport between flights. Should this arrangement cause a problem
and somehow delay the meeting, we know that Smith will be back in Houston and
available Wednesday the 23rd.

We accept your proposed language on the definition of the I-80 corridor.

Paul Miller is going to discuss your proposed revisions to "Certain
Proprietary Rights" pertaining to projects within the Specified Geographical
Area with Mark.

With regard to transaction outside the Specified Geographical Area, we'd like
to clarify the point by adding the following sentence to the paragraph "The
paragraph shall not be interpreted to prohibit or restrict Buyer, in any
manner, from pursuing or developing transactions outside the Specified
Geographical Area.

Paul also identified an area that needs to be addressed in the LOU involving
ENA's capacity on Fort Union and Lost Creek. This is the agreement as
related to me by Paul:
ENA grants NB the right to use all of ENA's available Fort Union capacity at
the rate of 14 cents from the Close until December 31, 2001.
NB agrees to take assignment of ENA's Fort Union and Lost Creek capacity on
January 1, 2002.

I'll give you a call to discuss the logistics of executing the LOU tomorrow.