Per Barry's request, attached is the Agency and Management Services Agreement 
to be executed between Enron North America Corp. and Mexicana De Cobre.  Also 
attached is the form of agency agreement to be attached as Exhibit B to the 
Agency and Management Services Agreement.  This agency agreement is El Paso's 
form and must be executed by ENA, Mexicana, and El Paso.  The El Paso form 
requires that you open as a read only file.
Please review.



We are working on the gas purchase agreement and should forward shortly.

We received the power of attorney and bylaws you emailed.  I had a Spanish 
speaking attorney in our office assist me with their review.  The bylaws look 
fine. We would like you to follow up with a certified copy in the mail.   For 
now can you confirm via a response to this email, that these are the latest 
bylaws on file?  

 He noted that under the Power of Attorney, it would be required that two of 
the gentlemen listed on page 2 of the power of attorney documentation, 
execute our agreements.  Can you confirm?  Would be happy to discuss this 
with you.

Thank you for your cooperation.  

Gerald Nemec
Attorney
ENA Legal