Paul,

I have made revisions as discussed to the Master Agreement.  However we need 
to include on "Exhibit A" info regarding "Invoices, Payments", etc.  You may 
either send me this information or complete  the document at your convenience.

Please check the final revisions,  if in agreement,  print two originals 
sign, and forward both to my attention.  Upon final execution, I will return 
an original for your records.

It has been a pleasure working with you in finalizing this agreement.   

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