May 31, 1997



GSF Energy, L.L.C.
3321 Bee Caves Road
Suite 300
Austin, Texas  38746

Dear Sirs:

          Reference is made to the Acquisition Agreement dated as of May 
31, 1997 between GSF Energy, L.L.C., as Seller, and Olinda, L.L.C., as 
Buyer (the "Acquisition Agreement").  Capitalized terms used herein shall 
have the same meanings as set forth in the Acquisition Agreement.

          Under the Acquisition Agreement and related documents (a) Buyer 
is to pay to Seller the sum of $3,000,000 as the Aggregate Purchase Price 
for the LP Interest in the Partnership and for the stock of Brea, (b) 
Seller is to receive the Excluded Assets and assume the Retained 
Liabilities, and (c) Seller is to pay to Buyer the aggregate amount of 
$372,397 with respect to the agreed results of operations of the 
Partnership from and after January 1, 1997.

          In order to facilitate the closing of the Acquisition Agreement, 
Buyer and Seller have agreed to handle the transfer of funds as follows:

     (a)  Buyer will make a net transfer of immediately available funds of 
$2,256,497.12, receipt of which is acknowledged, calculated as follows:

               $3,000,000.00   Purchase Price
                 (372,397.00)  Agreed Results of Operations
                 (441,121.27)  Estimated Accounts Payables
                   70,015.39   Estimated Cash in Bank Account
               $2,256,497.12   Total

     (b)  Buyer will apply the $441,121.27 retained by it, as well as the 
May 31, 1997 cash balance in the Partnership bank account, to the 
satisfaction of the Accounts Payable portion of the Retained Liabilities.

     (c)  To the extent that the Buyer receives any amount with respect to 
the Excluded Asset (estimated at $404,795.64 on the attached Balance 
Sheet), then Buyer will promptly pay over such amount to Seller.

     (d)  Within 60 days after the Closing, Seller will provide the "Final 
Settlement Statement" referred to in Section 4 of the Assignment and 
Assumption Agreement, and the parties will resolve any dispute as 
contemplated by the Assignment and Assumption Agreement.

          The foregoing sets forth the parties agreement as to the transfer 
of funds at the Closing and is not intended as an amendment or modification 
of the Acquisition Agreement and the related agreements.

          In addition to the foregoing, Buyer and Seller confirm their 
mutual understanding that each party shall furnish to the other, without 
additional cost or expense, such electricity, air supply and other support 
activities and services as shall be necessary to continue the operations of 
the Facility and the gas collection system in accordance with past 
practices, including, without limitation, mutual rights of access and other 
cooperative efforts necessary to permit the Buyer to monitor, maintain or 
replace equipment necessary for the operation of the Facility and to permit 
the Seller to monitor, maintain or replace equipment necessary for the 
operation of the gas collection system.

          If the foregoing accurately sets forth our agreement and mutual 
understanding, please sign in the space indicated below.

Sincerely yours,

Olinda, L.L.C.


By:  /s/ Mary Louise Olin
     Mary Louise Olin
     Vice President


Accepted and Agreed:

GSF Energy, L.L.C.

By: Ecogas Corporation, Manager


By:                                  
     Jerrel D. Branson
     President