ISDA Master Agreement prepared by Enron North America Corp. ("ENA")

Jim:

Pursuant to our recent conversation, I have attached below a DRAFT of ENA's
standard (1) municipal ISDA Schedule and (2) Paragraph 13 to the ISDA Credit
Support Annex. These two documents are intended to supplement the
boilerplate for the ISDA Master Agreement and the ISDA Credit Support Annex.
The forms are generic, that is, they have not been tailored for use by a
specific municipal counterparty; they would necessarily be the subject of
specific negotiations.

Energy New England's agency relationship with the various municipalities
appears to cover physical trading. Notwithstanding the agency agreement, the
financial trading world requires much more specificity, including but not
limited to, evidence of authority to execute a master financial agreement and
transactions thereunder. Additional information, including a legal opinion,
is also required.

I assume from our prior conversation that you already have in your possession
copies of the ISDA boilerplate. Please advise otherwise.

You should feel free to contact Ed Sacks with questions regarding collateral
support documentation. As I mentioned, the attached Paragraph 13 has not
been customized.

Please feel free to call if you have any questions.

Sara