Debra,

As I explained to you, Reliant Services, Inc. and Enron North America Corp.
finally executed the Enfolio Master Firm Purchase/Sale Agreement.  I
thought it would be easier to use that Agreement as a base for our
Agreement between Enron North American Corp. and Reliant Energy Services
Canada, Ltd.  I took the liberty of making a few modifications to
accommodate the Canadian transactions.  Please let me know your thoughts.
Thanks.

(See attached file: Enron and RESC - 11-29-00.doc)
 - Enron and RESC - 11-29-00.doc