Please look at the attached redline.  If you are in agreement,  and Jeff 
gives his approval, I will send execution docs.




dp

Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490