Mr. Bahl:

Further to our conversation, please see the attached draft of a Master Firm 
Purchase/Sale Agreement between Enron North America and Royster Clark, 
Inc.      Should you have  any questions and or issues you may wish to 
discuss regarding this matter please feel free to give me a call.



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