Master Natural Gas Purchase and Sale Agreement

Attached are clean and marked versions of our proposed natural gas purchase
and sale agreement. This has not been fully reviewed by Enron and remains
subject to change in all respects. The marked attachment shows changes
from the crude oil agreement sent earlier today.

(See attached file: Gas Ver 2 marked from Oil Ver 6.doc)
(See attached file: Gas Ver 2 marked from Oil Ver 6.wpd)

(See attached file: Natural Gas Purchase and Sale Agreement Ver 2
clean.doc) (See attached file: Natural Gas Purchase and Sale Agreement
Ver 2 clean.wpd)

John W. Rain
Thompson & Knight L.L.P.
1700 Pacific Ave.
Dallas, Texas 75201
Phone: 214.969.1644 (Dallas)
Phone: 713.653.8887 (Houston)
Fax: 214.880.3150

This email and any attachments to it may contain legally privileged
information or confidential information, which are not intended to be
disclosed. If you are not the intended recipient of this email, please do
not read or print any attachments or forward or copy this email or any
attachments. Instead, please permanently delete this email and any
attachments and notify the sender of his mistake. Thank you very much.

- Gas Ver 2 marked from Oil Ver 6.doc
- Gas Ver 2 marked from Oil Ver 6.wpd
- Natural Gas Purchase and Sale Agreement Ver 2 clean.doc
- Natural Gas Purchase and Sale Agreement Ver 2 clean.wpd