Dave,

Here it is the revised Master for Clark.  Let me know if you have any 
questions.  FYI,  revisions were made to Sections 4.2 /  Material Adverse 
Change in the Appendix.



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