Dear Jessica and Chuck:

I want to let you know that Kate Cole, Asst. Sec. of the subject entity, has 
signed the consent of sole member that gives Charles W. Falkenstein, Jr. 
authority to execute real property agreements for and in the name and on 
behalf of the LLC.   The consent is dated October 1 and has been entered into 
the corporate notebook.

A copy of this resolution will be placed in our EMS file, and I'll send you 
each a copy in Denver.

Best wishes,
Mary C. Ogden
Legal Specialist
Enron North America Corp./Legal
713-853-7796