IBJ ISDA MASTER AGREEMENT

Mark/Alan

As discussed.
----- Forwarded by John Viverito/Corp/Enron on 08/30/2000 03:48 AM -----

John Viverito
08/30/2000 03:31 AM

To: yamato.konishi@ibjbank.co.jp
cc: Jonathan Whitehead/AP/Enron@Enron
Subject: IBJ ISDA MASTER AGREEMENT

Dear Mr. Konishi,

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