Per our previous conversation.  Attached is our proposed language regarding 
limitation of liability.  Please have your legal department review and advise 
me of any comments.   Your immediate attention to this matter is greatly 
appreciated.





Samantha M. Boyd
Enron North America Corp.
1400 Smith Street, EB 3802a
Houston, Texas  77002
713-853-9188 (phone)
713-646-3490 (fax)
samantha.boyd@enron.com