Stephen -

Here is the final LOI for your deal.  As I indicated, I will be in meetings 
in the morning, but if you need to get to me, please call my assistant - Nita 
Garcia at x. 39559.




Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com