Enron North America Swaps: Project Raptor

Pursuant to our conversation of today, attached are the form of swaps we
developed for shares and warrants. These can be used as a basis for the
development of forms for the other types of equity investments which will be
subject to additional swaps. As I obtain the source information evidencing
the different types of equity investments I will fax the materials to you.
Thus far I know we will need swaps for (a) LLC membership interests, (b) LP
partnership interests, © "income participation certificates." As I
mentioned, the valuation commercial department is working on "Final Price"
language evidencing how a valuation will be conducted for these various
equity investments on any Valuation Date.

Please feel free to call with questions. As I mentioned, we would like to
have the forms developed by mid next week. Thank you for your attention to
these matters. Mary

Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas 77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com