Re: Trust and Master Agreement

Janet:
Thanks. After reviewing these agreements, we would like to see the
Acquisition Agreement whereby the Partnership acquires its interest in the
Trust. Alos, we would like to confirm with Henry that after giving effect to
all of the transactions that are described in the Master Agreement that the
Partnership's only asset will be its interest in the Trust and the
distributions that are made with respect to such interest. Is that correct?
Does the Partnership have any other source of csah flow?

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com

jowens@eqt.com
06/27/2000 09:28 AM

To: cstclai@enron.com
cc:
Subject: Trust and Master Agreement

Per your request

-----Original Message-----
From: Joyce Bishop [mailto:JBishop@winston.com]
Sent: Tuesday, June 27, 2000 10:25 AM
To: jowens@eqt.com
Subject: Equitable documents

** High Priority **

Per Henry Reich's request.

- Equitable - 2d A&R Trust Agreement.doc
- Equitable - Master Agreement.doc