Mr. Bahl,

Please see the attached revised draft of a Master Agreement between Enron 
North America and Royster Clark, Inc.   Please note this draft is for 
discussion purposes only.  In addition, please disregard previous   the draft.

Should you have any questions, and or comments, please do not hesitate to 
give me a call to discuss these issues.



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