Mr. Bromberg,

If you can send us the revised legal opinion as discussed, we will prepare the Master Agreement for execution and forward to Thay Bishop.  If you have any questions, please call either myself or Sara Shackleton (713-853-5620).

We look forward to receiving the opinion and completing the ISDA agreement.

Stephanie Panus
Enron Wholesale Services - Legal
1400 Smith Street, EB3803C
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490
email:  stephanie.panus@enron.com