John,

One final change with your OK.  Regarding section 7.5  last sentence, delete 
after "be"  and add "paid."  The sentence will read,  "Upon resolution of 
such dispute, any amounts owing will be paid."
Please advise.

Many thanks,
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