Dear Bart

As per my VM, attached please find the Escrow Agreement which the Escrow 
Agent, La Salle Bank, would like to use. Could you please review this for us 
and let us know your thoughts?

I am also attaching a description of the Escrow procedures that we have 
tentatively agreed with our counterpart. Those will need to be incorporated 
in the Escrow Agreement. I can do that but I thought you might be interested 
to have the "full picture".

Please call me when you get a chance and I can more fully explain our role in 
the escrow ararngement. 

Thank you,

Shari Stack
Enron North America, Legal Department
Tel: (713) 853-9477
----- Forwarded by Shari Stack/HOU/ECT on 12/01/2000 10:21 AM -----

Gayle:

Mark LoIacono requested that I send you my model escrow agreement.
Although it is prepared as a "one-size-fits-all" agreement, please feel
free to revise it to fit the purposes of your proposed escrow.  In addition
to being in-house counsel for LaSalle Bank's Corporate Trust Services
Division, I also manage the Escrow Business Unit.  If you have any
questions, please contact me directly.

Thank you for providing LaSalle Bank with this opportunity.

Russell C. Bergman, Esq.
First Vice President
LaSalle Bank National Association
135 South LaSalle Street, Suite 1960
Chicago, Illinois  60603
(312) 904-5817 (Direct)
(312) 904-2236 (Facsimile)
E-Mail: russell.bergman@abnamro.com

*********************************************************************



 - Escrow_Model.doc