insert this paragraph as marked on the document.  ss
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 10/18/99 09:27 
AM ---------------------------


"Miriam Radich" <mradich@shearman.com> on 10/01/99 10:56:13 AM
To: Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: Re: Guaranty - Langauge for Expenses






Sara,

This looks fine to us.

Thank you.





"Sara Shackleton" <sshackl@ect.enron.com> on 10/01/99 11:00:21 AM


To:   Miriam Radich/DC/NA/ShS@ShSDOMAIN
cc:

Subject:  Guaranty - Langauge for Expenses






Let me know if this works.  Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 10/01/99 09:59 
AM
---------------------------


Clement Abrams@ENRON
10/01/99 09:41 AM

To:   Sara Shackleton/HOU/ECT@ECT
cc:
Subject:  Guaranty - Langauge for Expenses

Sara, here's the language. Call me if you have any questions or comments.  
Clem

EXPENSES. The Guarantor agrees to pay on demand all reasonable out of pocket
expenses ( including reasonable fees and expenses of Counterparty?s counsel) 
in
any way relating to the enforcement or protection of the rights of the
Counterparty hereunder, provided that the Guarantor shall not be liable for 
any
expenses of Counterparty if no payment under this Guaranty is due.