At the request of Bob Shults, I am attaching our proposed form of Letter of 
Interest.   If the enclosed meets with your approval, please execute the 
agreement and return it to me via fax no. (713) 646-3490.  I will then have 
it executed by Enron Net Works.  If you have any comments or questions please 
call Mark Greenberg, Senior Counsel, at (713) 345-8897 or Bob at (713) 
853-0397.  We look forward to hearing from you.