Jacques,

Can you draft the partnership agreement and the construction contract?

The key business points are:

1. Investment is a loan with prime + 1% rate

2. Construction contract is cost plus $1.4 Million

3. The investors' loan is repaid before any construction profit is paid.

4. All parties are GP's but 3 out 4 votes needed for major decisions?

5. 60/40 split favoring the investors.

With regard to the construction contract, we are concerned about getting a
solid line by line cost estimate and clearly defining what constitutes
costs. Then we need a mechanism to track the actual expenses. Keith and I
would like to oversee the bookkeeping. The builders would be requred to fax
all invoices within 48 hours. We also would want online access to the
checking account of the partnership so we could see if checks were clearing
but invoices were not being submitted.

Let me know if you can draft these agreements. The GP issue may need some
tweaking.

Phillip Allen
713-853-7041
pallen@enron.com