Attached are our comments on the Guaranty, which in sum relate to (1)
referencing the MLCS transactions in the recitals and (2) bringing this
version in line with what was agreed with Allegheny in the Guaranty under
the Power Master.  I have faxed the latter document to you.

Please let me know if you have any questions or comments.



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 - Exhibit A(vRED).DOC