Jason --

Attached are draft transaction agreements for the on and off peak periods for 
the months
of November and December.  Regarding the side letter agreement which 
addresses the
end of the quarter true-up calculation for negative monthly revenue sharing 
amounts, it is
Enron's desire to include this calculation in these transaction agreements.  
We propose
the language as shown in the attached transaction agreements.  It will permit 
that the 
true-up calculation will occur whether or not the December Off Peak 
Transaction is done.

Please call me if you have any other comments and changes at 713-853-1667.

Sorry for the delay,

Ruth