Per the request of Caroline Abramo, attached for your review are drafts of 
the ISDA Master Agreements between Enron North America Corp. and 1) CD 
Holding Company, LLC and 2) Valentis Investors LLC.

Please contact either Sara Shackleton, Assistant General Counsel, at 
713-853-5620 or myself at 713-345-3249 if you have any questions.  We look 
forward to hearing your comments.



Stephanie Panus
Sr. Legal Specialist
Enron North America Corp.
1400 Smith Street, EB3806
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490