Mr. Garner:

At the request of Kim Ward, I am forwarding to you for review the attached
draft of a Master Firm Purchase/Sale Agreement.  Please do not hesitate to
give me a call with any questions you may have regarding the enclosed.





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