Kay - Here is my attempt to turn the term sheet into something executable.  I 
have accepted all of William Harmon's changes except for the second paragraph 
under amended terms.  William used the wording "The payment late payment 
amount is calculated...".  I changed it to "The payment interest on overdue 
amounts is calculated..." to be consistent with the reference in the above 
paragraph.  I don't think this changes any substance, but I defer to you.  I 
think that is all I changed.  I also added a quick intro. and a paragraph on 
future payments to reiterate this is only for October purchases.  Neither may 
be necessary, let me know.  I am not sure your availability tomorrow, but I 
would love to hear from you ASAP in the morning to get this in front of 
Peoples for signature.  Russell Diamond is coordinating the internal Enron 
approvals with Global Finance, Credit and RAC.

Thanks again for your help on your vacation day.

Gregg