We have received an executed Master Agreement:

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

Effective Date:   December 6, 2000

Enron Entity:   Enron North America Corp.

Counterparty:   Merit Energy Partners B, L.P.

Transactions Covered:  Approved for all products with the exception of:   
Foreign Exchange 
          
Confirming Entity:  Enron North America Corp.

Governing Law:   Texas 


Copies will be distributed.



Samantha M. Boyd
Sr. Legal Specialist
Enron North America, Corp.
1400 Smith, EB3802A
Houston, TX  77002
Phone:  (713) 853-9188
Fax:  (713) 646-3490
email:  samantha.boyd@enron.com