Attached for your consideration is the draft of a Master Firm Sale 
Agreement.  Upon you review,  please do not hesitate to contact me with any 
questions and or comments regarding this matter.



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