MLIB Ltd. guarantee sample

Sara -

Please see attached from Nancy Meadows regarding Merrill Lynch guaranty and
let me know what you would like me to do.

Thanks.
---------------------- Forwarded by Stephanie Panus/NA/Enron on 09/26/2000
11:38 AM ---------------------------

"Meadows, Nancy ( CICG - NY GFX )" <Nancy_Meadows@exchange.ml.com< on
09/26/2000 11:27:06 AM
To: "'stephanie.panus@enron.com'" <stephanie.panus@enron.com<
cc: "Dima, Brett (CICG - NY GFX)" <BDima@exchange.ml.com<, "Burnet, Stuart
(CICG - NY GFX)" <SBurnet@exchange.ml.com<, "Kelly, Erin (OGC)"
<EKelly@exchange.ml.com<

Subject: MLIB Ltd. guarantee sample

Stephanie,

As requested, please find attached below a sample of the guarantee for MLIB
Ltd. that will be issued to you upon execution of the Assignment Agreement.

Please let me know if you have any further questions. I spoke with Erin
Kelly in our legal office in re: your queries re: an Assignment Agreement or
revisions you would like to propose, she will be more than happy to discuss
that with you further.

You may reach Erin at 212-449-1676.

Thanks & regards,

<<MLIB Ltd - GT.doc<<
Nancy E. Meadows
Merrill Lynch International Bank
Tel. 212-449-3003/3039
Fax 212-449-3109

- MLIB Ltd - GT.doc