Dear Sara:

Attached are our proposed revisions to your revised annex I, which should 
appear in blue text.

ASSIGNABILITY: We understand Enron's desire to have flexibility to assign 
obligations between affiliates, but cannot give consent to such assignment in 
advance, without considering all of the facts and circumstances of a 
particular assignment proposal.  As an accommodation and clarification, we 
propose restoring the parenthetical.  As we discussed earlier, we cannot 
agree to a listing of reasons why withholding of consent would not be 
considered unreasonable.

LIMITED LIABILITY:  We wish to ensure that paragraph 11(g) remains in full 
effect.

I hope these revisions are acceptable.  Please call me and we can coordinate 
the preparation of execution documents.  Thanks, and best regards.

Andy Waskow


 <<EnronAnnex1.doc>>

Andrew V. Waskow
Vice President and Counsel
Merrill Lynch & Co., Inc.
4 World Financial Center, Floor 12
New York, NY  10080
Phone: 212-449-5828
Fax: 212-449-0265
awaskow@exchange.ml.com


 - EnronAnnex1.doc