Mr. Priest,

Attached for your review is a draft of a Master Firm Purchase/Sale Agreement 
between Enron North America Corp. and the Public Service Commission of Yazoo 
City.   

Please do not hesitate to give me a call with any questions and or comments 
you may have regarding this matter.



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