At the request of Daniel Diamond, I am attaching our proposed form of Letter 
of Interest.   If the enclosed meets with your approval, please execute the 
agreement and return it to me via fax no. (713) 646-3490.  I will then have 
it executed by Enron.  If you have any comments or questions, please call 
Mark Greenberg, Senior Counsel, at (713) 345-8897 or me at (713) 853-3399.  
We look forward to hearing from you.