Sandy,

Attached is a draft of the Master Firm Purchase/Sale Agreement for your
review. Please note the exhibits re guaranties are not attached as they are
still being finalized.

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