Alan,

Further to our conversation, attached is the final version of the Spot 
Purchase/Sale Agreement.  Please sign two agreements and return same to my 
attention at the location listed below.  Upon final execution,  I will 
forward an original for your records.

Should you have any questions and or comments, do not hesitate to give me a 
call.




Best 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