<<RED Escrow Agreement Enron Salmon LLC.DOC>>  <<Escrow Agreement Enron
Salmon LLC.DOC>>


Estelle:

Per our conversation, enclosed is a draft of the escrow agreement we have
discussed, along with a marked copy reflecting revisions from the December
2000 escrow agreement between Enron North America Corp. and Sweetgum Energy
LLC.  Please review and advise of any comments.  Also, please consider
whether Citibank is willing to waive legal fees associated with setup of the
escrow account since we are using the Citibank escrow form.  Otherwise, the
fee schedule previously furnished is fine.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 137032v4
  137032vR4/1







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 - RED Escrow Agreement Enron Salmon LLC.DOC
 - Escrow Agreement Enron Salmon LLC.DOC