ISDA Master Agreements

Attached for your review are clean and blacklined drafts of each of the following:

1. Schedule to the ISDA Master Agreement and Paragraph 13 to the ISDA Credit Support Annex - Enron North America Corp. and Catequil Partners, L.P.

2. Schedule to the ISDA Master Agreement and Paragraph 13 to the ISDA Credit Support Annex - Enron North America Corp. and Catequil Overseas Partners, Ltd.

We have revised the definition of "Net Asset Value" set forth in Part 5(p)(b) of each agreement and feel this will take care of the issues.

Please provide us with the date of the investment management agreement for each fund.

In addition, please verify that Catequil Associates LLC is the correct party to sign both agreements as general partner of each of the limited partnerships.

Please do not hesitate to contact Frank Sayre (713/345-7894; frank.sayre@enron.com) or me with any questions or comments. We look forward to hearing your comments.