Please see the attached agreement for your review.  Should you have any 
questions, please do not hesitate to give me a call.




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