Suanne,

Attached for your review, please find a blacklined copy of the 
above-referenced Agreement marked to show changes to the draft which you 
provided to us on July 24,2000.  Please note that the modifiactions to the 
Guaranty have not been agreed to and remain subject to Enron Corp. approval 
in all respects.  Please call me at 713-220-4124 after you have had an 
opportunity to review the attachment.

Thanks,

Jason

 - Blacklin.DOC