<<Escrow Agreement Enron Salmon LLC.DOC>>  <<Citibank Fee Agreement for
Escrow.DOC>>  <<Citibank (2) Fee Agreement for Escrow.DOC>>


Kay:

The following documents are enclosed for execution in triplicate:

1.  Escrow Agreement
2.  Schedule of Fees for Escrow Services (with legal fees payable at cost);
and
3.  Schedule of Fees for Escrow Services (with legal fees waived for initial
setup).

The dates on the first two pages of the escrow agreement will be updated
later.  Please leave the dates in the Fee Agreements blank.

Please forward executed copies of these documents to me at your convenience,
along with executed copies of the incumbency certificate previously
circulated for signature, and the original membership certificate book of
Salmon Energy.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 137032v4
  140463
  140464



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 - Escrow Agreement Enron Salmon LLC.DOC
 - Citibank Fee Agreement for Escrow.DOC
 - Citibank (2) Fee Agreement for Escrow.DOC