Guarantee to the ISDA Master Agreement

Please let me know if the attached guaranty is identical to the original
incoming guaranty in the other Merrill file. We're trying to execute today
or tomorrow.
----- Forwarded by Sara Shackleton/HOU/ECT on 06/12/2000 01:42 PM -----

"Akhtar, Kasar (GED Legal-NY)" <kakhtar@exchange.ml.com<
06/12/2000 12:09 PM

To: "'sara.shackleton@enron.com'" <sara.shackleton@enron.com<
cc:
Subject: Guarantee to the ISDA Master Agreement

Please find attached the Guarantee to be provided by our parent Merrill
Lynch & Co Inc., with respect to the ISDA Agreement currently in negotiation
between our respective institutions. If you require any further assistance
please contact me.

<<guarantee_mli.doc<<

Best Regards

Kasar Akhtar
Telephone: 212 449 7482
Facsimile: 212 449 2615
e-mail: kakhtar@exchange.ml.com

- guarantee_mli.doc