Subject: Officer's Certificate for EPOS
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Thu, 14 Dec 2000 02:48:00 -0800 (PST)

Doug,
 As we discussed, Larry Pardue has requested that I get you to sign an 
officer's certificate regarding the execution and delivery of the Fuel Supply 
Agreements.  The document that he forwarded to me does not define the 
agreements that he wants you to certify as to.  They are vaguely referred to 
as Transaction Agreements which have been delivered.  As far as I know, he 
may be wanting a certification as to the Consent documents.  If they get back 
to me, I will request that they modify the document to reflect the Fuel 
Supply Agreements only and that you are not aware of any reason why they 
would not be valid under New York law, that you are not aware of any lawsuit 
threatened against EPOS as a result of it entering into these Fuel Supply 
Agreements and that so far as you know, EPOS is not an investment company as 
such term is defined.  I will let you know what Larry is able to modify.
----- Forwarded by Dan J Hyvl/HOU/ECT on 12/14/2000 10:41 AM -----

	Larry Pardue@ENRON_DEVELOPMENT
	12/14/2000 08:38 AM
		 
		 To: Dan J Hyvl@ECT
		 cc: Francisco Pinto Leite/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
		 Subject: Officer's Certificate for EPOS

Dan, as we discussed, herewith the EPOS Officer's Certificate.  Again, and 
sorry for the short notice, we need a fax of the Certificate before 11 a.m. 
this morning, Houston, time, for the closing/funding.  Again, the certificate 
is being requested from our lawyers, Vinson & Elkins, so that they may 
release their opinion in connection with the closing.  They must have the 
Certificate in order to do so.

Thanks Dan, and please call me at 202 628 1700, or my cell 713 854 8000, or 
Francisco Pinto 202 639 6699, or his cell 713 301 8882, should you have any 
questions.

Larry Pardue
Senior Legal Specialist
Enron Caribbean -- Legal Department
333 Clay Street, Suite 1900
Houston, Texas
U.S.A.
Tel   +713 345 52 40
Fax   +713 646 60 58
email:  [email-masked]

 - Officer's Certificate -- Enron Power Oil Supply Corp..DOC