Jason:

Here's my suggestion for item (ix) [Additional Event of Default] event on 
page 2 of the Schedule:

"In the case of Party B, Enron North America Corp. .... owns less than a 
majority interest in Party B unless within five (5) Local Business Days of 
such occurrence, Party B posts collateral with Party A (i) in an amount equal 
to Party A's Exposure under this Agreement plus $250,000, but in no event 
greater than 125% of Party A's Exposure, and (ii) in a form satisfactory to 
Party A in Party A's reasonable discretion.

"Exposure" shall mean for any relevant date for which Exposure is calculated, 
the amount, if any, that would be payable to Party A by Party B pursuant to 
Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions were being 
terminated as of the relevant date; provided that Market Quotation will be 
determined by Party A using its estimates at mid-market of the amounts that 
would be paid for Replacement Transactions (as that term is defined in the 
definition of "Market quotation") in order to ensure that Party A does not 
suffer an economic penalty."

I think that we agreed on everything else.

Please send new blackline.  Thanks.

Sara

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