Gerald,
;
Per our recent discussions, I am sending you this e-mail to cover the content 
that we would like to put into a revised letter agreeement;with ENAP.; As for 
the CA I would use the following information:
Mr. Salvador Harambour Giner

E & P General Manager

Empresa Nacional Del Petroleo

Casilla 123, Correo 35 Las Condes

CP 6760197 

Santiago, CHILE

We need the CA to cover a contemplated structured transaction between "Enron 
Compression Services and Enron South America Gas Marketing regarding;a 
potential transaction concerning;all of their oil & gas fields;in the 
Magallenes Region;in Southern Chile including any hydrocarbon volumes and 
existing sales contracts."
;
As for the Engagement Letter, I would use a similar format to the previous 
letter and make sure that it has the following steps outlined:

* The effective date of the engagement will start upon signature.
* ENAP will use best efforts to submit to Enron all of the information that 
it requires to develop a proposal within 30 days.; Enron will submit a 
revised request for data upon execution of this letter agreement.
* Enron will use best efforts to submit an initial proposal within 30 days 
thereafter and develop definitive agreements with ENAP within 90 days from 
the date that Enron had received the data from ENAP.

This should target us to close on a transaction on or around September 1, 
2001.
;
Please develop these agreements and I will call you later today or tomorrow 
morning so that we can finalize and get drafts to ENAP to review.
;
Thanks,
Chris
;