Kathy,

Here is the final form w/ revisions.  Please review same and let me know if 
you see any problems.   I have had a few computer problems this afternoon so 
there is a chance this doc is not perfect.  Talk to you Monday.  Have a great 
weekend!!!!




Best regards,
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