Jason:  Attached for your review please find a black-lined copy of the
FPL-Enron ISDA master agreement marked to show changes from your last
draft.  Also attached are the credit support annex, form of LOC and
form of guaranty with our changes to your initial drafts.  The changes
in this set of drafts are light in the master, a little heavier in the
annex and heaviest with respect to the proposed guaranty.  Please
provide us with your comments or approval of the enclosed drafts.
Regards, -Serge


Serge G. Martin
smartin@steelhector.com
Steel Hector & Davis LLP
200 South Biscayne Blvd.
Miami, Florida 33131-2398
(305) 577-7097 voice
(305) 577-7001 fax

 - 570710_4.DOC
 - 603603_1.DOC