Clement,

Attached for your review, please find a blacklined copy of the Enron Corp. 
Guaranty Form for Financial Swaps marked to show changes requested by the 
above-referenced counterparty.  After you have had an opportunity to review 
the attachment, please forward your comments to me.  My fax is 713-238-7129 
and my e-mail is jpeters@andrews-kurth.com.

Thanks,

Jason

 - Blacklin.DOC