Kathleen,

Further to our conversation, attached are drafts for Master Firm 
Purchase/Sale Agreements for HPL and ENA.  As previously noted, our credit 
department has been in discussions with Jennifer West and Aquila's credit 
department regarding these agreements.  It is my understanding Aquila  
requested the attached drafts.

Having said that, I will review your responses to my comments for the HPL 
agreement.  I  have suggested  we amend the current Master Agreement (1993) 
between ENA and Aquila. 

Finally, while there are existing guaranties currently in place between Enron 
and Aquila, they are only referenced in the attached  and not included.   

I  look forward to working with you in finalizing  these agreements.  Please 
let me have your thoughts regarding these issues.

       
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