Pursuant to Cynthia's request, attached are a draft confirmation for an 
advertising time swap, together with an Annex A-General Terms and 
Conditions.  Phase 1 will be to sign the confirmation with the attached Annex 
A, and then, as Phase 2,  we will endeavor to negotiate and sign an ISDA 
Master Agreement.  I am attaching a draft Schedule to the ISDA Master 
Agreement for your review.

Marie Heard
Senior Legal Specialist
Enron Broadband Services
Phone:  (713) 853-3907
Fax:  (713) 646-8537
Marie_Heard@Enron.net