Enron Agreements

Gentlemen -

Attached you will find updated versions of the BETA and FA . These documents
incorporate all of the prior changes we discussed and reflect some of the
final points we discussed yesterday. As there were many items discussed, but
only a very few requiring insertion into the BETA and FA, I hope that I
covered them all.

I have also attached clean versions of these agreements. If the documents
meet with your approval, please have two originals of each document printed
for signature by an authorized officer of APB, being sure to attach the final
form of the Exhibit A to each original of the FA. Once each document is
signed and dated (and the Password is completed in the FA), please fax a copy
of each agreement to Bob at 713-646-2126. Enron will countersign the faxed
copy and forward a copy to your attention via fax. The originals should also
be forwarded to Bob so that they can be physically countersigned by Enron.

Please let me know if there is anything further that either of you should
need.

Thanks for the continued cooperation on this matter.

Mark
Senior Counsel, ENA
Phone: 713-345-8897
Facsimile: 713-646-3940
E-Mail: Mark.Greenberg@enron.com