Yair:

Attached is a blacklined (against the Enron North America Corp. draft of 
3/15/01) Schedule and Paragraph 13 to the ISDA Credit Support Annex.  I have 
tried to incorporate the essence of the March 19, 2001 "swap side letter 
agreement."  Please call me to discuss as it would be nice to finalize by 
April 6.  Thanks.




Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com