Gloria,

This is the agreement in final as previously  sent with the exception of the 
state of  incorporation for Greene  in the first paragraph.  Please fill in 
or write the State name.  If you are ready to execute,  print two originals 
sign and send to my attention to the address below.  I will forward a fully 
executed agreement for your records.  

Finally, should you have any questions,  I will be away from the office 
tomorrow and return Monday.



Best 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