Please find attached our final draft of the Guaranty.   I have also attached 
a red-lined version for your convenience.  Should you have any questions, 
please contact me at the number referenced below.















Samantha M. Boyd
Sr. Legal Specialist
Enron North America Corp.
1400 Smith, EB3802A
Houston, TX  77002
Phone:  (713) 853-9188
Fax:  (713) 646-3490
email:  samantha.boyd@enron.com