ISDA Master Agreement

Gary: I believe we are having our guaranty executed. We haven't seen the
draft of yours. Please send ASAP. How long will it take for you to
execute? Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 06/12/2000 12:55 PM -----

Susan Bailey
06/09/2000 02:29 PM

To: grosenbl@exchange.ml.com
cc: pbarna@exchange.ml.com, Sara Shackleton/HOU/ECT@ECT
Subject: ISDA Master Agreement

Gary,

At the request of Sara Shackleton, attached is a blacklined version of the
Schedule to ISDA Master Agreement, which compares the newest version (dated
6/8/2000) against the version (dated 6/2/2000), which I sent to you under my
E:mail transmission of June 2nd.

Please be advised, Sara has not been able to review your "confidentiality"
provision at this time. She would like to schedule a conference call with
you on Monday, June 12th, in order to so. Please let her know your
availablity.

Also, direct a copy to either Sara or me of the draft Guaranty to be provided
by Merrill Lynch & Co., Inc.

Thanks,

Susan

phone: (713) 853-4737
fax: (713) 646-3490
e:mail: susan.bailey@enron.com