To all:

Attached for your review and comment are forms of the initial notice letter, 
assignment and assumption agreement and bill of sale that we intend to 
deliver this Friday for a closing the next Friday on April 27.  In addition, 
please note that Rose and I are still coordinating the preparation of the 
Prepayment Notice as well as the UCC-3s.  Please call or email me with any 
comments or questions that you may have and thank you in advance for your 
attention to this matter.  











Carlos Sole'
Senior Counsel
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361

(713) 345-8191 (phone)
713 646-3393 (fax)