Consolidation Agreement

Gentlemen,

I have made changes to the consolidation agreement, which I hope all will
find acceptable:

(It does need a date or two.)

As for the termination agreement, here's what I suggest:

Do we want to address the purchaser's parent guaranty in both of the
contracts, or just the consolidation agreement? I would suggest that we make
the guaranty a deliverable 30 days after execution of the contracts, which
gives us time to get the Mitsui assignment done, as we expect to assign the
contracts immediately. That way, Mitsui can provide the guaranty, if
necessary. If ENA does provide the guaranty, we would want to have the
ability to have it replaced with a suitable substitute guaranty from Mitsui.

Sorry I missed your call. It was a day of meetings. I will be on the road
tomorrow, but will check my voice mail.

Kay