Agreement

Paul,

I have made revisions as discussed to the Master Agreement. However we need
to include on "Exhibit A" info regarding "Invoices, Payments", etc. You
may either send me this information or correct the document at your
convenience.

Please check the final revisions, and if in agreement please print two
originals sign and forward both to my attention. Upon final execution, I
will send an original for your records.

Thank you for your attention to the foregoing.

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