Dear Carol and Marie:

Following our conversation with Marie and voice mail to Carol, we are
attaching a version of the Master Netting Agreement that has been revised to
reflect our comments and marked to show changes.  As we indicated, we are
interested in pursuing implementing the agreement.  However, we are
concerned that the cross-affiliate netting provision may not be enforceable.
This concern has resulted in two important changes that are reflected in the
attached markup:  (i) we have changed the severability clause to provide
that the agreement would survive even if Section 3 is not enforceable and
(ii) we have removed the collateral provisions that are predicated on the
operation of cross-affiliate netting.

Please contact me at the number below, or my colleague Mike Brogan (212 357
3204), with any questions or comments.

Best regards, Steve Bunkin


>  <<ENRON Master Netting  Security Agreement.doc>>
>
___________________________________________________
Steven M. Bunkin
Vice President & Associate General Counsel
Goldman, Sachs & Co.
One New York Plaza, 37th Floor
New York, New York  10004
phone: 212-902-0952
fax: 212-428-3675
____________________________________________________



 - ENRON Master Netting  Security Agreement.doc