Jeff,

Further to your conversation,  please see the attached draft of a GISB for 
your review.  Please do not hesitate to give me a call with any questions and 
or comments you may have regarding this matter.



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