In an effort to promote consistency of approach, the attached Adoption agreement contains a few modifications and drafting notes that should make your due diligence review task easier at least as regards affilitat matters.  I have reviewed the conceptual changes in this form with Travis and Marcus and are in agreement with the changes.  If you have been fortunate enough to complete any Adoption Agreements at this time, I am not asking you to go back and make revisions; however, any new documents should be drafted taking into account the information and changes contained in the attached.

Please call if you have any questions.

  

Steve Van Hooser
Enron North America Corp.
713-853-7238
713-646-3490 (fax)