Mr. Easterly:

Further to our conversation, please see the attached draft of a Master Firm 
Purchase/Sale Agreement.    Upon your review,  please give me a call to 
discuss any questions and or comments you have regarding this matter.  



Best 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