Modrall Sperling Engagement Letter

Gentlemen:

Sara Shackleton of Enron North America Corp. has asked me to follow-up on an
engagement letter faxed to Mr. Slade on May 2. Attachment "B" should be
completed and faxed back to Sara at 713/646-3393. If you did not receive the
faxed engagement letter, please let me know by return email and I will fax it
to you again.

Regards,
Kaye Ellis
Administrative Assistant