We have received the following executed Master Agreement:

Type of Contract: ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date:  December 29, 2000

Enron Entity:  Enron North America Corp.

Counterparty:  Deutsche Bank AG

Transactions Covered: Approved for all products, including FX 
          
Confirming Entity: Deutsche Bank AG

Calculation Agent: Deutsche Bank AG

Governing Law:  New York

Approved Branches For
Deutsche Bank:  Brussels, Frankfurt, London, New York, Paris, Singapore, 
Sydney, Tokyo

Agency Relationship: Deutsche Bank AG may act as Agent for Deutsche Bank 
Securities, if  they are specified as acting in such agency capacity in a 
Confirmation.

PAYMENT NETTING:   Cross transaction payment netting only applies to 
Commodity Transactions.  There is no payment netting for non-commodity 
transactions.