We have received an executed financial Master Agreement:

Type of Contract:		ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date:			July 5, 2001

Enron Entity:			Enron North America Corp.

Counterparty:			Doublewood XLIM Fund Ltd. (The)

Transactions Covered:		Approved for all products with the exception of:   Foreign Exchange

Confirming Entity:		Enron North America Corp.

Governing Law:			New York

Special Handling Requirements:  
(a) ENA is Calculation Agent, unless a Potential Event of Default or an Event of Default exists with respect to ENA,
then Counterparty will act as Calculation Agent or will appoint a third party to act as such.

(b)  Counterparty has three (3) Local Business Days to accept or dispute a Confirmation. 
					

Copies will be distributed.


Cordially, 
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3803A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
Email: Susan.Bailey@enron.com