Mr. Holtz,

At the request of Fred Lagrasta, I am enclosing a sample copy of the 
referenced Master Agreement.  This agreement is subject to Legal and Credit 
review of the counterparty.  If you have any comments or questions, please do 
not hesitate to call me at (713) 853-3399 or Fred at (713) 853-6529.  We look 
forward to hearing from you.




Tana Jones
Sr. Legal Specialist