DRAFT SALES AND PURCHASE AGREEMENT

DAN:

I am attaching that certain draft of the LNG sales and purchase agreement,
for your information, that we discussed yesterday. This would be the draft
that would be the basis for a negotiated resolution of the transaction with
El Paso. I have excerpted the force majeure clause and attached it as well,
in order to avoid your having to print the entire document.

If we are unable to resolve matters through negotiation, then the force
majeure language will closely resemble that contained in the term sheet, i.e.
the langauge that you had at hand yesterday. I think you will find this
language more restrictive (from Enron's perspective, as Seller) than that
set forth in the aforementioned draft, since we were able to make certain
beneficial improvements during the negotiation process. Having said that, it
may be further away from acceptable Marked-to-Market requirements.

Please contact me if you have any questions.

Regards.
Les

---------------------- Forwarded by Les Webber/ENRON_DEVELOPMENT on
12/06/2000 01:47 PM ---------------------------

"Washington, Joan" <WashingJ@MAIL1.ARENTFOX.com< on 12/05/2000 03:13:08 PM
To: "'les.webber@enron.com'" <les.webber@enron.com<,
"'nancy.corbet@enron.com'" <nancy.corbet@enron.com<
cc:

Subject: July 7 SPA

- spa-07-07-00.doc