Bill,

Attached for your review are the following documents:

1)  Form of confirmation for an option
2)  Form of General Terms and Conditions to the confirmation (called Annex A)
3)  Draft form of legal opinion

Please call Sara Shackleton at 713-853-5620 at your convenience to discuss 
these documents.

Stephanie Panus
Sr. Legal Specialist
Enron North America Corp.
1400 Smith Street, EB3806
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490