We have received an executed financial Master Agreement:

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

Effective Date:   April 10, 2001

Enron Entity:   Enron North America Corp.

Counterparty:   Prior Energy Corporation

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

Confirming Entity:  Enron North America Corp.

Choice of Law:   Texas

This ISDA Master Agreement supercedes and replaces the prior Master Agreement 
between ENA and Prior Energy Corporation dated May 1, 1997.

Copies will be distributed.

Stephanie Panus