As discussed,  please see attached draft of Master Firm Purchase/Sale 
Agreement for Greeley.   Please give me a call if you have any questions.



dp

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