MITSUI MARINE ISDA MASTER AGREEMENT

Mark/Alan-

The drafts have gone out to Mitsui. I will forward separately the drafts
that went out to IBJ and Sanwa. It will be interesting to see our potential
counterparties comments.

Cheers,

John
----- Forwarded by John Viverito/Corp/Enron on 08/30/2000 03:46 AM -----

John Viverito
08/30/2000 03:02 AM

To: yuuji.itou@mitsuimarine.co.jp
cc: Jonathan Whitehead/AP/Enron@Enron
Subject: MITSUI MARINE ISDA MASTER AGREEMENT

Dear Mr. Ito,

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