
Date: Fri, 1 Dec 2000 02:30:00 -0800 (PST)
From: shari.stack@enron.com
To: bbburnett@llgm.com
Subject: Model Escrow Agreement
Cc: elizabeth.sager@enron.com
Bcc: elizabeth.sager@enron.com

Dear Bart

As per my VM, attached please find the Escrow Agreement which the Escrow
Agent, La Salle Bank, would like to use. Could you please review this for us
and let us know your thoughts?

I am also attaching a description of the Escrow procedures that we have
tentatively agreed with our counterpart. Those will need to be incorporated
in the Escrow Agreement. I can do that but I thought you might be interested
to have the "full picture".

Please call me when you get a chance and I can more fully explain our role in
the escrow ararngement.

Thank you,

Shari Stack
Enron North America, Legal Department
Tel: (713) 853-9477
