Tammi attached is a redline version of the draft with changes per credit to 
the "Material Adverse Change" found in Appendix "1",   I have also changed 
the date of the agreement.  

With regards to Section "4.7" found in the sample,  this does provision does 
not apply to Texican's agreement and therefore disregarded.  



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