Nicole:

Attached is a draft of a short letter agreement which our respective 
companies can execute to confirm our understanding that there has been no 
lapse in trading between the two companies.  We are awaiting your amendment 
of the ISDA.




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