Sharon:

With respect to the ENE form of guaranty, we will agree to delete Paragraph 4 
(setoff and counterclaims) in its entirety.  This is a major concession by 
ENE.  Can you now agree to the remainder of the ENE guaranty format?  Please 
let me know.  Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com