December 11,__, 2000

TejasSweetgum Energy NS Holding, LLCLP
c/o Coral Power, L.L.C.
c/o InterGen North America LP
909 Fannin, Suite 7002200
Houston, Texas 77010

Re:  CA Energy Development II, LLC
        Letter Agreement for Generator Step-up Transformer

Gentlemen:

This letter (the “Agreement”), when executed by the parties, Enron North America Corp. (“ENA”) and TejasSweetgum Energy NS Holding, LLCLP (“TEHSEL”) (collectively, the “Parties” and individually, a “Party”), shall set forth the agreement between the Parties.  

1.	Generator Step-up Transformer.  Each of ENA and TEHSEL is interested in acquiring, owning, operating, administering, maintaining, modifying, financing, disposing of and otherwise dealing with one (1) generator step-up (13.8kV x 115kV/230kV) transformer identified as LNL-9517-4 (the “Subject Unit”).  For such purposes, ENA organized, and is the sole member of, CA Energy Development II, LLC, a Delaware limited liability company (the “LLC”).

2.	Transaction.  The parties agree to jointly engage in the transaction more particularly described as in this Agreement (collectively, the “Transaction”).  The Transaction shall close on or before (i) January 10, 2001, or (ii) such earlier date which is the second business day following the date on which TEHSEL advises ENA in writing as set forth in Section 2(a) hereof.  Upon the closing of the Transaction, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:

	(a)	In consideration for the execution and delivery by the LLC of a demand promissory note payable to the order of ENA in the principal amount of Six Hundred Six Thousand Four Hundred and No/100 Dollars ($606,400.00) (the “Purchase Price”), ENA shall cause the LLC to acquire rights and obligations associated with the purchase of the Subject Unit from ABB Power T & D Company (“ABB”), pursuant to an agreement between the LLC and ABB (the “Facility Agreement”) in the form contemplated by Section 22.2 of that certain agreement dated July 14, 2000 between ENA and ABB et al. to which the Subject Unit was previously subject, as may be acceptable to TEHSEL in its reasonable discretion.  TEHSEL agrees to advise ENA in writing, promptly following ENA’s delivery to TEHSEL of the final execution form of the Facility Agreement, whether the proposed Facility Agreement is, in all material respects, acceptable to TEHSEL in its reasonable discretion. 

	(b)	Simultaneously with the delivery of the Facility Agreement, TEHSEL shall extend a loan to the LLC in the amount of the Purchase Price, in consideration for the execution and delivery by the LLC of a promissory note payable to the order of TEHSEL in the principal amount of the Purchase Price.  

	(c)	Immediately upon the LLC’s receipt of loan proceeds from TEHSEL, each of ENA and TEHSEL shall cause the LLC to repay in its entirety the demand promissory note previously issued by the LLC to ENA.  

	(d)	TEHSEL shall have received a written acknowledgement and confirmation from ABB in the form attached hereto as Exhibit A.

	(e)	The closing shall have occurred under that certain letter agreement of even date herewith between ENA and TEHSEL relating to the acquisition by TEHSEL of a membership interest in the LLC.

Simultaneously with execution of this Agreement, TEH has delivered to ENA a Guaranty Agreement executed by Coral Energy, LLC, pursuant to which Coral Energy, LLC guarantees payment and performance of the obligations of TEH pursuant to this Agreement.

3.	Additional Covenants and Agreements.  Upon and subsequent to the closing of the Transaction, the parties covenant and agree as follows:

	(a)	ENA agrees to be responsible for, to promptly pay, and to hold TEHSEL and the LLC harmless from and against, any and all amounts which are or become due and payable to ABB or its successors and assigns pursuant to the terms of the Facility Agreement (i) on account of the Purchase Amount as determined on the basis of all facts and circumstances existing prior to the closing of the Transaction and/or (ii) which are attributable to any event or circumstance, including any act or omission by ENA or any of its affiliates, occurring prior to the closing of the Transaction, in each case expressly excluding (i) any and all sales, transfer, use and other taxes which might arise in connection with the sale, transfer, assignment or ownership, and (ii) an amount equal to $78,600.00, constituting the portion of the Purchase Amount representing the retainage.

	(b)	TEHSEL agrees to be responsible for, and to hold ENA and the LLC harmless from and against, payment of (i) any and all amounts which become due and payable to ABB or its successors and assigns pursuant to the terms of the Facility Agreement, specifically including an amount equal to $78,600.00, constituting the portion of the Purchase Amount representing the retainage, but excluding any amounts for which ENA is responsible pursuant to Section 3(a) hereof, and (ii) any and all sales, transfer, use and other taxes which might arise in connection with the sale, transfer, assignment or ownership of the Subject Unit.

	(c)	ENA shall provide TEHSEL such development and technical assistance regarding the Subject Unit as TEHSEL reasonably requests; provided, however, that (i) TEHSEL shall have no recourse to ENA to the extent that ENA declines to provide such assistance in its sole and absolute discretion, (ii) should ENA choose to provide such assistance, it shall do so without any warranty whatsoever and TEHSEL shall have no recourse to ENA with respect to such assistance, except for ENA’s gross negligence or willful misconduct, and (iii) TEHSEL shall promptly pay ENA for any internal or third party costs it incurs or may incur with respect to any such assistance.  

	(d)	ENA covenants and agrees that (i) ENA shall not, by act or omission, cause or bring about any breach of the Facility Agreement; and (ii) following closing of the Transaction, ENA will (A) cooperate with the LLC in enforcing any of the terms of the Facility Agreement as the LLC may reasonably request, however, any reasonable travel or other out of pocket costs incurred by ENA in connection with such requested cooperation shall be paid by the LLC, and ENA shall not be required to join as a party to any such enforcement action; and (B) deliver to TEHSEL copies of all correspondence which it receives from any entity, including without limitation ABB, in connection with the Subject Unit or the Facility Agreement.

	(e)	Within 10 days after the closing of the Transaction, ENA shall deliver to the LLC all plans, drawings, diagrams and other documents with respect to the Subject Unit which are referenced in Exhibit B-2 to that certain agreement dated July 14, 2000 between ENA and ABB et al. to which the Subject Unit was previously subject, and any other plans, drawings, diagrams and other documents furnished by ABB to ENA prior to the closing with respect to the Subject Unit.  

	(f)	Each Party covenants and agrees to use all reasonable efforts to satisfy the conditions precedent set forth in Section 2 hereof; provided, however, the foregoing shall not prevent or limit SEL’s use of its reasonable discretion under Section 2(a) hereof.

4.	Term.  This Agreement shall remain in force and effect until the later of (a) December 31, 2004 (the “Term”) or (b) the 60th day following the date on which the Subject Unit achieves Commercial Operation.  All representations, warranties, indemnities, covenants and agreements of the Parties shall survive the closing of the Transaction for the period of the Term; except that, if written notice of a claim arising prior to the end of the Term is given to the other Party by the Party making the claim on or before thirty (30) days after the end of the Term, then the relevant representation, warranty, indemnity, covenant or agreement shall survive as to such claim until the claim has been finally resolved.  Notwithstanding anything herein to the contrary, in the event that the Facility Agreement is not delivered on or before January 10, 2001, this Agreement shall terminate and be of no further force and effect, and neither party shall have liability to the other as a result thereof.

5.	Confidentiality.  For a period beginning on the date of this Agreement and ending on the date on which the Subject Unit achieves Commercial Operation, no Party will disclose any confidential information furnished to it pursuant to this Agreement without the prior written consent of the other Party other than (i) to its employees, representatives, lenders, counsel, lender’s counsel and affiliates, if any, (collectively, its “representatives”) which representatives agree to be bound by the terms hereof and (ii) to ABB in connection with the performance of or compliance with the Facility Agreement or the obtaining of any consent, acknowledgement or confirmation from ABB relating to the Facility Agreement.  The term “confidential information” shall not include information (a) as may become generally available to the public, (b) known to a Party at the time of disclosure or acquired at any time from a source other than the other Party hereto that was not prohibited from making disclosure, or (c) required to be disclosed in order to comply with any applicable law, order, regulation or ruling.  Each Party shall promptly inform the other Party of the substance of any inquiries received by such Party from any governmental or regulatory authority in connection with attempts to gain access to confidential information concerning the Transaction.

6.	Representations and Warranties.  

	(a)	Each Party hereby represents and warrants to the other Party that this Agreement (i) has been validly executed and delivered by such Party, (ii) has been duly authorized by all action on the part of such Party necessary for the authorization hereof, and (iii) is the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.  ENA represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  TEHSEL represents and warrants that it is a limited liability companypartnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

	(b)	ENA specifically represents and warrants as follows:

(i)	The Facility Agreement, when executed and delivered by the parties thereto and at the closing of the Transaction, will constitute the legal, valid and binding agreement of the LLC.

(ii)	As of the date of closing, the Facility Agreement will be in all material respects in the same form as the agreement (including all exhibits and schedules thereto) approved in writing by TEHSEL in its reasonable discretion pursuant to Section 2(a), and will not have been amended, revised, assigned, transferred, conveyed or otherwise modified and no change orders with respect thereto will have been agreed to or issued, and from the execution of the Facility Agreement through the closing of the Transaction, neither ENA nor the LLC will have agreed to or issued any written election or waiver with respect to the Facility Agreement.

(iii)	To the best of ENA’s knowledge, neither the LLC nor ABB is in breach of any of the terms of the Facility Agreement, and ENA knows of no facts which, or which with the passage of time, may give rise to a breach of the Facility Agreement.

(iv)	At closing, the LLC will own and hold good and valid title to all rights and interests of the “Purchaser” under the Facility Agreement free and clear of any security interests, liens, options, purchase rights or other encumbrances, and will not have transferred, or entered any agreement to transfer, any of its rights, title and interests under the Facility Agreement to any Person. 

(v)	Neither the execution, delivery nor performance of this Agreement or the Transaction by ENA or the LLC will violate any provision of the Certificate of Incorporation or Bylaws of ENA, or violate, or be in conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien or other encumbrance upon any property or assets of ENA or the LLC under, any agreement or commitment (including the Facility Agreement) to which ENA or the LLC is a party or by which ENA or the LLC is bound, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority by which ENA or the LLC is bound.

(vi)	No consent, approval or authorization of, or declaration, filing or registration with, any Person or any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby (including the Transaction) by ENA or the LLC, including, without limitation, consents from parties to loans, contracts, leases or other agreements, except such as have been obtained.

(vii)	There is no Action pending, or to the knowledge of ENA threatened, relating to the Facility Agreement, the Subject Unit, the LLC or the LLC’s business or assets.

(viii)	Neither TEHSEL nor the LLC shall directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of ENA or any affiliate of ENA, for brokerage fees, finder’s fees, agent’s commissions, or other similar forms of compensation in connection with this Agreement or the Transaction.

(ix)	ENA has not received from ABB any notice of delay or any request to extend any date of delivery or other performance by ABB under the Facility Agreement.  ENA has furnished TEHSEL copies of all notices received by ENA from ABB pursuant to the Facility Agreement.

(x)	The Purchase Amount as the same existed prior to the closing of the Transaction (less the retainage referred to in Sections 3(a) and 3(b)) was paid by ENA prior to the closing of the Transaction.

	(e)	TEHSEL specifically represents and warrants as follows:

(i)	Neither the execution, delivery nor performance of this Agreement or the Transaction by TEHSEL will violate any provision of the limited liabilitypartnership agreement or other governing documents of TEHSEL, or violate, or be in conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien or other encumbrance upon any property or assets of TEHSEL under, any agreement or commitment to which TEHSEL is a party or by which TEHSEL is bound, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority by which TEHSEL is bound.

(ii)	No consent, approval or authorization of, or declaration, filing or registration with, any Person or any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby (including the Transaction) by TEHSEL, including, without limitation, consents from parties to loans, contracts, leases or other agreements, except such as have been obtained.

(iii)	There is no Action pending, or to the knowledge of TEHSEL threatened, against TEHSEL relating to the Facility Agreement, the Subject Unit, the LLC or the LLC’s business or assets.

(iv)	ENA shall not directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of TEHSEL or any affiliate of TEHSEL, for brokerage fees, finder’s fees, agent’s commissions, or other similar forms of compensation in connection with this Agreement or the Transaction.  TEH shall bear and timely pay, and shall hold ENA harmless from and against, all amounts due to TRY Ventures International in connection with the execution, delivery and performance of this Agreement insofar as such amounts are payable as a result of any agreement between TRY Ventures International and TEH or any affiliate of TEH.

7.	Expenses.  Each Party shall bear its own costs associated with negotiating and performing under this Agreement.

8.	Entire Agreement.  This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior discussions, agreements or understandings, whether oral or written, relating to such subject matter, including that certain letter of intent dated November 29, 2000, between ENA and Coral Power, L.L.C. which is hereby terminated.  There are no other written or oral agreements or understandings among the Parties.  Any amendment of this Agreement must be written and signed by both Parties.

9.	Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

10.	Relationship of the Parties; No Third Party Beneficiaries. The Parties shall not be deemed in a relationship of partners or joint venturers by virtue of this Agreement, nor shall any Party be an agent, representative, trustee or fiduciary of any other.  No Party shall have any authority to bind any other to any agreement.  Nothing in this Agreement shall be deemed to stipulate any benefit for third parties not signatories hereto or a permitted assign of a signatory hereto; provided that, the LLC shall be a third party beneficiary of this Agreement.

11.	Limitation of liability.  

	(a)	Notwithstanding anything herein to the contrary, it is the explicit intent of each Party that neither Party is making any representations or warranties whatsoever, express or implied, beyond those expressly set forth in this Agreement, and it is understood that, except for the representations and warranties contained herein or in the LLC Agreement and without limiting any rights, claims and remedies against ABB or any other third party, the LLC is acquiring the Subject Unit from ENA “AS IS, WHERE IS.”  Without limiting the generality of the foregoing, except for the representations and warranties contained in this Agreement or in the LLC Agreement, ENA hereby disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Subject Unit (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials).

	(b)	Notwithstanding anything herein to the contrary, no Party or their respective directors, officers, shareholders, managers, or employees will be liable to any other Party, or its directors, officers, shareholders, managers or employees, whether under breach of contract, breach of warranty, tort liability (including without limitation both negligence and strict liability), strict liability or otherwise, for any incidental, special, indirect or consequential damages whatsoever (including without limitation lost profits or revenue) of any nature connected with or resulting from performance of this Agreement, but rather shall be liable only for direct actual damages arising from the breaching Party’s breach or sole, joint or concurrent negligence.

12.	Assignment.  This Agreement shall be binding upon the successors and assigns of the Parties, but no Party may assign this Agreement without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, however, either Party may assign its rights and obligations hereunder without the approval of the other to any subsidiary or affiliate of the assignor.  Furthermore, for the purpose of financing the purchase, construction and/or operation of the Subject Unit or the electric power generation facility in which the Subject Unit is used, TEHSEL may assign, mortgage and/or pledge to and/or create security interests, liens, and/or other encumbrances in favor of lenders in its rights and interests in, under and pursuant to this Agreement.  No assignment by any Party of this Agreement or any of its rights or obligations hereunder shall operate to release the assigning Party from its obligations under this Agreement, unless an express written release is then obtained from all other Parties.

13.	Indemnity.

	(a)	Indemnification By TEHSEL.  FROM AND AFTER THE CLOSING OF THE TRANSACTION, TEHSEL SHALL INDEMNIFY AND HOLD HARMLESS ENA, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AND THE HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING (COLLECTIVELY HEREIN REFERRED TO AS THE "ENA INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL COVERED LIABILITIES RESULTING FROM ANY MISREPRESENTATION, BREACH OF WARRANTY OR NONFULFILLMENT OF ANY COVENANT OR AGREEMENT ON THE PART OF TEHSEL HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY COVERED LIABILITY BASED ON NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY OF THE ENA INDEMNIFIED PARTY OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY.

	(b)	Indemnification By ENA.  FROM AND AFTER THE CLOSING OF THE TRANSACTION, ENA SHALL INDEMNIFY AND HOLD HARMLESS TEHSEL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND EACH OF THE HEIRS, EXECUTORS, SUCCESSORS, AND ASSIGNS OF ANY OF THE FOREGOING (COLLECTIVELY HEREIN REFERRED TO AS THE "TEHSEL INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL COVERED LIABILITIES RESULTING FROM ANY MISREPRESENTATION, BREACH OF WARRANTY, OR NONFULFILLMENT OF ANY COVENANT OR AGREEMENT ON THE PART OF ENA HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY COVERED LIABILITY BASED ON NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY OF THE TEHSEL INDEMNIFIED PARTY OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY.

	(c)	Third Party Claims.  If a claim by a third party is made against a ENA Indemnified Party or a TEHSEL Indemnified Party (herein referred to as an "Indemnified Party"), and if such party intends to seek indemnity with respect thereto under this Section 13, such Indemnified Party shall promptly notify TEHSEL or ENA, as the case may be (herein referred to as the "Indemnitor"), of such claims.  The Indemnitor shall have thirty (30) days after receipt of such notice to undertake, conduct, and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party at the expenses of such Indemnified Party.  So long as the Indemnitor, at Indemnitor's cost and expense, (1) has undertaken the defense of, and assumed full responsibility for all Covered Liabilities with respect to, such claim, (2) is reasonably contesting such claim in good faith by appropriate proceedings, and (3) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such claim, the Indemnified Party shall not pay or settle any such claim.  Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnified Party shall have the right to pay or settle any such claim, provided that, if the Indemnitor is in compliance with the preceding sentence at the time of such payment or settlement by the Indemnified Party then in such event the Indemnified Party shall waive any right to indemnity therefor by the Indemnitor for such claim.  If, within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnified Party that it elects, at Indemnitor's cost and expense, to undertake the defense thereof and assume full responsibility for all Covered Liabilities with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnified Party's property as contemplated above, the Indemnified Party shall have the right to contest, settle, or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

14.	Notices.  All notices and other communications hereunder shall be in writing and shall be deemed sufficiently given for all purposes hereof if (i) delivered in person, by courier or by registered or certified United States Mail to the Person to be notified, with receipt obtained, or (ii) sent by telecopy, telefax or other facsimile or electronic transmission, with "answer back" or other "evidence of receipt" obtained, in each case to the appropriate address or number as set forth below (or at such other address or number for a party as shall be specified by like notice).  Each notice shall be deemed effective on receipt by the addressee as aforesaid; provided that, notice received by telex, telecopy, telefax or other facsimile or electronic transmission after 5:00 p.m. at the location of the addressee of such notice shall be deemed received on the first business day following the date of such electronic receipt.  Until changed pursuant to the foregoing, notices to the Parties shall be addressed as follows:  

TejasSweetgum Energy NS Holding, LLCLP
c/o Coral Power, L.L.C.
c/o InterGen North America LP
909 Fannin, Suite 7002200
Houston, Texas   77010
Attention:  Mr. Tom SeiglerPresident
Facsimile:  (713) 265374-56723901

Enron North America Corp.
1400 Smith Street
Houston, Texas  77002
Attention:  Mr. Ben F. Jacoby
Facsimile:  (713) 646-3037

	15.	Defined Terms.  

		(a)	Unless the context otherwise requires, the respective terms defined in this Section 15 or defined in another Section of this Agreement shall, when used in this Agreement, have the respective meanings specified in this Section 15 or such other Section of this Agreement, with each such definition to be equally applicable both to the singular and the plural forms of the term so defined.

		(b)	“Action” shall mean an action, suit, proceeding, governmental investigation, governmental notice of violation, governmental inquiry or any arbitration proceeding.

		(c)	“Commercial Operation” shall have the meaning given to such term in the Facility Agreement.

		(d)	“Covered Liabilities” shall mean any and all debts, losses, liabilities, duties, claims, damages, obligations, payments (including, without limitation, those arising out of any demand, assessment, settlement, judgment, or compromise relating to any actual or threatened Action), taxes, costs, and expenses (including, without limitation, any attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing, or defending any Action), matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown, including, without limitation, any of the foregoing arising under, out of, or in connection with any Action, any order or consent decree of any governmental authority, any award of any arbitrator, or any law, rule, regulation, order, contract, commitment, or undertaking.

		(e)	“Person” shall mean governmental authority or any individual, firm, partnership, corporation, limited liability company, joint venture, trust, unincorporated organization, or other entity or organization.

		(f)	“Purchase Amount” shall have the meaning given to such term in the Facility Agreement.

	16.	Interpretation.  In construing this Agreement:

		(a)	Examples.  Examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

		(b)	Including.  The word "includes" and its derivatives means "includes, but is not limited to" and corresponding derivative expressions;

		(c)	Location of Definitions.  A defined term has its defined meaning throughout this Agreement, regardless of whether it appears before or after the place where it is defined;

		(d)	Controlling Provisions.  Each Exhibit and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail; and 

		(e)	Neutral Interpretation.  This Agreement is the result of arm's-length negotiations from equal bargaining positions by both Parties.  It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement.

	17.	No Other Offers.  Neither ENA nor any of its affiliates nor any directors, officers, employees, representatives, consultants or agents of ENA or any of its affiliates will, directly or indirectly, solicit, encourage, entertain or accept any other offers to acquire (i) the Subject Unit or any interest therein or (ii) the LLC or, prior to the closing of the Transaction, any interest therein.

If the foregoing provisions correctly set forth our binding agreement, please execute both originals of this Agreement in the space provided below.  This Agreement may be executed in counterparts, and all such counterparts together shall constitute but one agreement.

ENRON NORTH AMERICA CORP. 

By:  ___________________________________
Printed Name:					
Title:						

Agreed and accepted this 
_____ day of December, 2000.

TEJASSWEETGUM ENERGY NS HOLDINGLP
By: Sweetgum Energy I, LLC

	By:   ___________________________________
	Printed Name:___________________________
	Title:__________________________________

Exhibit A - Form of ABB Acknowledgement Letter

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