Gary Rosenblum suggested I forward our standard draft with respect to the
ISDA Agreement to be negotiated between our respective institutions. Please
note the draft is subject to revision by our corporate credit department. If
I can be of any further assistance please do not hesitate to contact me.

 <<mli_Enron_North_America_Corp.doc>>




Best Regards


Kasar Akhtar
Telephone: 212 449 7482
Facsimile:  212 449 2615
e-mail:    kakhtar@exchange.ml.com


 - mli_Enron_North_America_Corp.doc