Pat,

Attached is a draft of a Master Agreement for your review.  Please give me a 
call after you have had a chance to review the enclosed.



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