Mr. Giordano:

Attached are the final blacklined drafts of the ISDA Master Agreements for Catequil Overseas Partners Ltd. and Catequil Partners L.P., which incorporate your comments sent to us on 8/22.  With respect to "Valuation and Timing", we just inadvertently left that comment in, but have now deleted it.

Please let us know if the final comments are acceptable to you and, if so, we will finalize copies for execution.

Thanks!

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com