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 complete the document at your convenience.

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

It has been a pleasure working with you in finalizing this agreement.

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