Carrie -

Attached is the final Annex based upon the draft I forwarded on 2/14 and your 
comments to same.  I believe I have captured all of your comments.

Please let me know if there is anything further that you should need.




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