SANWA BANK ISDA MASTER AGREEMENT

Mark/Alan

As discussed.
----- Forwarded by John Viverito/Corp/Enron on 08/30/2000 03:50 AM -----

John Viverito
08/30/2000 03:37 AM

To: Tetsuro_Kono@sanwabank.co.jp, yusuke_katoh@sanwabank.co.jp
cc: Jonathan Whitehead/AP/Enron@Enron
Subject: SANWA BANK ISDA MASTER AGREEMENT

Dear Mr. Kono and Mr. Kato,

Attached hereto, is the draft ISDA documentation for your review. Included
are the Schedule, the Credit Support Annex and the Enron Corp. Guaranty.

I apologize for the delay in the preparation and distribution of these
documents.

We look forward to receiving your comments.

Best regards,

John Viverito