Amy,

As discussed in my phone message,  we cannot agree to purposed revisions 
regarding Sections 11.3 and 13.9.  Also, concerning Section 3.2 we cannot 
agree to Cover Standard.  We are fine with 13.5 New York choice of law and 
the remainder of suggested revisions.   Please e-mail or give me a call at 
your convenience regarding this matter.

Regards,
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