Agency Agreement

Per Barry's request, attached is the Agency and Management Services Agreement
to be executed between Enron North America Corp. and Mexicana De Cobre. Also
attached is the form of agency agreement to be attached as Exhibit B to the
Agency and Management Services Agreement. This agency agreement is El Paso's
form and must be executed by ENA, Mexicana, and El Paso. The El Paso form
requires that you open as a read only file.
Please review.

We are working on the gas purchase agreement and should forward shortly.

We received the power of attorney and bylaws you emailed. I had a Spanish
speaking attorney in our office assist me with their review. The bylaws look
fine. We would like you to follow up with a certified copy in the mail. For
now can you confirm via a response to this email, that these are the latest
bylaws on file?

He noted that under the Power of Attorney, it would be required that two of
the gentlemen listed on page 2 of the power of attorney documentation,
execute our agreements. Can you confirm? Would be happy to discuss this
with you.

Thank you for your cooperation.

Gerald Nemec
Attorney
ENA Legal