Nanette/Lee -

Thanks again for spending the time earlier today to review this matter.

Based upon our conversations, I have revised both agreements to reflect the 
general concepts discussed.  Since I take no pride in authorship, if 
wordsmithing needs to be done that is fine, but I hope I have at least hit 
the concepts accurately.  The attached blacklined documents have incorporated 
the changes reflected in my draft of 3/29/01.  The clean drafts incorporate 
all changes from prior versions and the changes I made this evening.

Since both Bob and Michael will be reviewing these documents in the morning, 
it is possible they may have some additional comments.  Accordingly, I must 
reserve the right to propose additional changes - if deemed necessary by 
either Bob or Michael.

Please review these at your convenience.

Thanks again for the cooperation.

          


        



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