Mitch - the letter is fine with the exception of the following:

(not to be exercised unreasonably)

Essentially, the compatibility will be in our sole discretion with no 
qualifiers.  Therefore, this item would need to be struck from the document.

chris
x31666





Mitch Meyer@ENRON
02/21/2001 03:52 PM
To: Chris Meyer/HOU/ECT@ECT
cc:  
Subject: Bison Letter

Please see the attached letter and let me know if this will work for you.

Mitch