Master Firm Purchase / Sale Agreement

Mr. Priest,

Attached for your review is a draft of a Master Firm Purchase/Sale Agreement between Enron North America Corp. and the Public Service Commission of Yazoo City.

Please do not hesitate to give me a call with any questions and or comments you may have regarding this matter.

Regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax 713-646-3490