Kay:

The escrow agreements and fee schedule appear fine to me.  If you have any
comments, please advise.  Thanks.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>



-----Original Message-----
From: Paradee, Lari [mailto:Lparade@INTERGEN.com]
Sent: Tuesday, January 02, 2001 6:13 PM
To: 'kay.mann@enron.com'; 'ben.f.jacoby@enron.com'; 'fred.mitro@enron.com';
Keffer, John; Campbell, Carolyn
Subject: FW: Escrow Agreements



Attached are what I hope are the final and execution copies of the three
escrow agreements as well as the schedule of fees. Changes are highlighted
in red.  Please forward your comments to me.

Thanks,
  Lari



<<Escrow.1.DOC>> <<Escrow.2.DOC>> <<Escrow.3.DOC>> <<Citibank Schedule of
Fees.doc>>




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 - Escrow.1.DOC
 - Escrow.2.DOC
 - Escrow.3.DOC
 - Citibank Schedule of Fees.doc