Sara -

As per Marie's instructions, please find attached a blackline incorporating
the changes that will be required to be made in the final form of ISDA
(modifications to the Notice and Set-Off provisions).  The attached is the
last version that I have but if the changes are acceptable, I would suggest
that you take the changes and incorporate it into your form of agreement
since it is the final version.

 <<ENRON ISDA.REVISED 9.26.01.doc>>

Once reviewed, please let me know if the changes are acceptable - at which
point you can forward to me a revised Schedule (without the signature page)
via e-mail and I can have the agreement countersigned and replace the
Schedule with your revised Schedule.

Thank you for your patience.

Regards,
Michelle



 - ENRON ISDA.REVISED 9.26.01.doc