GISB ,
 Clarence,

Attached is the final version of the GISB for your execution.  I have 
incorporated changes as discussed with your counsel.  If in agreement, with 
these revisions, please print two originals sign, and forward both to my 
attention for final signature.  I will return an original for you records.

Should you have any additional comments and or questions, please do not 
hesitate to give me a call. 




Best regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490
clarence.mitchell@opc.com