Subject: Nicaragua fuel supply documents
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Tue, 11 May 1999 02:29:00 -0700 (PDT)

I have reviewed the documents you forwarded to me and have the following 
comments:

1.  Fuel Supply Agreement to be entered into between Glencore Ltd. and Enron 
Fuels International, Inc. -  
 Page 15 - last sentence of 15.2 should read as follows:  "The total cost of 
such testing at the Unloading Point shall be shared equally by Seller and 
Owner."

2.  Fuel Supply Agreement to be entered into between Enron Fuels 
International, Inc. and Empresa Energetica Corinto Ltd. -
 Page 6 - first line of 7.1 (b) the number of days should be changed from 
"20" to "21".
 Page 15 - last sentence of 15.1 should read as follows:  "Any costs of 
testing at the loading port shall be borne by Seller's supplier."
 Page 15 - last sentence of 15.2 should read as follows:  "The total cost of 
such testing at the Unloading Point shall be shared equally by Buyer and 
Seller's supplier."
 Page 21 - Insert the following sentence immediately prior to the last 
sentence of 21.1:  "In the event Seller's Affiliate withdraws from the Buyer 
or the Project, (i) this Agreement shall immediately terminate and (ii) Buyer 
(as purchaser thereunder) shall enter into a direct agreement with Seller's 
supplier (as seller thereunder) on the same terms and conditions as this 
Agreement, except Buyer shall provide such security as requested by Seller's 
supplier."

3.   Indemnification letter agreement - appears to be okay as reflected in 
the redlined draft.  Please prepare on EI letterhead.

4.  Option Agreement - The purpose of this agreement is unclear.  The 
agreements are assignable to affiliates; however, if a new fuel affiliate is 
set up to take EFI out of the supply arrangements, EFI will not continue to 
provide technical, accounting, management and other support without adequate 
compensation, nor is EFI willing to give up its rights to transfer the 
agreements to any other EFI affiliate.  I see no purpose for the Option 
Agreement, please delete.