Kathryn -

Below is a revised version and clean version of the agreement.   These 
incorporate the changes we just discussed.

If these changes meet with your approval, please have the agreement reviewed 
by your appropriate business personnel.  If acceptable at that level, please 
have two originals of the agreement signed and dated.  Once completed, a fax 
of a signed document should be forwarded to my attention (at the below fax 
number).  I will ensure it is countersigned by Enron and faxed back to your 
attention.  The originals should be forwarded for completion by Enron and, 
once completed, one fully signed original will be forwarded back to your 
attention.

I appreciate your cooperation with this matter.  Please do not hesitate to 
call me if you should need anything further.


           


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