Alan,

Attached is a redline version of the agreement previously discussed.  Let me 
have your thoughts regarding these changes.



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