Caroline:

You should have already seen the two ISDA's (Valentis, CD Holdings) emailed 
yesterday evening per your instructions.  I am still waiting for you to send  
information regarding inhouse/outside legal counsel for both parties.

The Schedule and Paragraph 13 sent to Valentis et al is very much like the 
hedge fund template which legal is refining.  We are reviewing the first 
draft and commenting.

FYI - I will not be in the office on Friday, April 27.  Also, the Enron legal 
conference is next week and the lawyers will be in San Antonio from May 2 
(afternoon) through May 4.  And finally, I will be on vacation during the 
week of May 7 - May 11.  Please try to make plans (conference calls, 
counterparty comments, etc.) accordingly.

Let me know if you have any questions.

Thanks.




Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com