Yosemite/Delta III

Further to our email of earlier this afternoon, please find attached below
the initial draft of the Delta III Enron Indemnification Agreement, marked
against the Delta II document which served as precedent.? We are in the
process of drafting the related Security Agreement, which will be distributed
in the near future.

Please do not hesitate to contact either of the undersigned with any
questions or comments.

Eric Moser
(212) 530-5388

Bruce Dailey
(212) 530-5565

<<Indemnification Agmt.doc<<

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- Indemnification Agmt.doc