Mark,

Steve asked that I forward to you the three attached contribution agreements that provide for the following

1.  Enron Corp. contributes $350 million to ENA;

2.  ENA contributes $350 million to RMT; and

3.  ENA contributes a license to ERMT LLC granting ERMT the right to use EnronOnline, and RMT contributes fourteen Chiracahua LLC interests and $350 million.

The open issues are as follows:

1.  Exact name of ERMT LLC;

2.  choice of law under the "Applicable Law" section; and

3.  the ERMT LLC member interests to be received by ENA and RMT in exchange for their respective capital contributions described above.  Such interests should equal the contributing entities' economic interests in ERMT LLC based on the fair market value of the contributed assets.  Susan and I will follow up with you tomorrow morning to resolve this issue.


Best regards.