Attached is a marked version of the term sheet incorporating the changes that 
we most recently discussed, as well as a clean version of each of the term 
sheet and the LOU.   If the attached are acceptable, please execute two of 
the letters of understanding on behalf of HoustonStreet and send them to me 
at the address below.  We will return a fully executed copy of the LOU to 
you.  Please do not hesitate to contact me at your convenience with any 
comments or questions regarding the attached.





Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490