Diane:

Attached are my revisions to the form of confirmation (which are NOT on the 
actual confirms you will be using).  You will need to incorporate the section 
entitled "Additional Provisions" and you will also need to add the Exhibit A 
guaranty.  Please let me (and Mark Beese) review before this is sent.  Please 
call if you have questions.l



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