Tolling Agreements: For Brazil

Per my voice mail. Also, for YOUR use, I am attaching a "form" of gas
tolling agreement. Brent also has a "confirmation" related to a master. Let
me know if you've already handled. Thanks. SS

---------------------- Forwarded by Sara Shackleton/HOU/ECT on 12/09/99 12:25
PM ---------------------------

David S Reinfeld@ENRON_DEVELOPMENT
12/09/99 07:22 AM
To: Sara Shackleton@ECT
cc: Sami Arap/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Tolling Agreements: For Brazil

Sara:

When I saw you here (Sao Paulo) last -at the meeting with the Origination
group, you mentioned you could provide assistance on the trading side. I am
working on a deal which involves a tolling arrangement between a marketing
company and a power plant. I would like to take a look at a similar
agreement in the US if we have one to use as a guide.

- the deal is called Puerto Suarez -a 150 MW Power Plant we are developing in
Bolivia. The Plant will eventually be sold off to investors, but we will
keep the contract for gas and power. I am working on the Capacity Purchase
Agreement which will be a tolling arrangement with the plant for capacity.
We have been working with Gabbie in Argentina for the GSA. I am in SP if you
would like to discuss. 55-11-5503-1281 Thanks.

Regards,
David