Debra,

     Attached, please find a finalized copy of the GISB Agreement we have been
discussing.  The cover page includes GPU Energy's contact information and
authorized signatory.  Please consider completing the following and priority
mailing me 2 partially executed copies for our approval:

   Phone Number for "Documentation and Deal Clearing"

   Phone Number for "Client Services"

   Enron's Signatory and Title, and

   Please remove water mark and copyright footer from Special Provisions "A"
   page

It has been a pleasure working with you, and GPU Energy looks forward to
conducting business with Enron North America.



Thank you!

Carl                          (See attached file: Enron GISB and Special
Provisions.doc)



Mr. Carl H. Burrell
Contracts Specialist
GPU Energy
Rt. 183 & Van Reed Road (Bin 29)
Reading, PA  19605
(610) 375-5897

 - Enron GISB and Special Provisions.doc