TEMPORARY ASSIGNMENT AND AMENDMENT AGREEMENT

Gerald,

Attached is a revised version of the Sandia-Enron Assignment which reflects
suggested changes from our corporate counsel. You will note that they are
minor in nature, except for a correction to the Seller's Deficiency Quantity
definition, which was improperly stated in earlier versions.

If these proposed changes meet with your approval, please prepare originals
of each document for signature by the parties. I would remind you that you
will need to make one change in the recitals of the Amendment relating to
PSCo contract 124389, as the contract date on that Agreement is November 1,
1993. Once we have received corrected Originals, I will obtain execution on
behalf of Public Service Company of Colorado.

Thank you for your consideration. Should you have questions, you may reach
me at (303) 308-6172.

Alan Bransgrove
Manager, Contract Administration

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