Prior Energy Corporation

We have received an executed financial Master Agreement:

Type of Contract: ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date: April 10, 2001

Enron Entity: Enron North America Corp.

Counterparty: Prior Energy Corporation

Transactions Covered: Approved for all products with the exception of:
Foreign Exchange

Confirming Entity: Enron North America Corp.

Choice of Law: Texas

This ISDA Master Agreement supercedes and replaces the prior Master Agreement
between ENA and Prior Energy Corporation dated May 1, 1997.

Copies will be distributed.

Stephanie Panus