Dear Mr. Lin:

Attached please see a draft of a Master Agreement for your review.  Please do 
not hesitate to give me a call with any questions and or comments you may 
have regarding the enclosed.



Regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490