We have received an executed financial Master Agreement:

Type of Contract:  ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date:   March 26, 2001

Enron Entity:   Enron North America Corp.

Counterparty:   Engage Energy America LLC

Transactions Covered:  Approved for all products with the exception of:  
Foreign Exchange

Confirming Entity:  Enron North America Corp.

Governing Law:   New York


Copies will be distributed.

Stephanie Panus