Dear Mr. Karl:

Attached for your review is a draft of a Master Agreement with Enron North 
America Corp.
Please do not hesitate to give me a call with any questions and or comments 
you may have regarding this matter.



Best 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