Mr. Lin, Mr. Karl:

Attached for your review is a draft of a Master Firm Purchase Sale 
Agreement.  Should you have any questions,  please do not hesitate to give me 
a call.




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