Ms. Buchanan:

Attached for your consideration is a draft of a Master Firm Purchase/Sale
Agreement between Enron North America Corp. and TrizecHahn.  Upon your
review, please give me a call to discuss any issues or questions you may
have regarding this matter.




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