Let me know if this works.  Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 10/01/99 09:59 
AM ---------------------------


Clement Abrams@ENRON
10/01/99 09:41 AM
To: Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: Guaranty - Langauge for Expenses

Sara, here's the language. Call me if you have any questions or comments.  
Clem

EXPENSES. The Guarantor agrees to pay on demand all reasonable out of pocket 
expenses ( including reasonable fees and expenses of Counterparty,s counsel) 
in any way relating to the enforcement or protection of the rights of the 
Counterparty hereunder, provided that the Guarantor shall not be liable for 
any expenses of Counterparty if no payment under this Guaranty is due.