=20
Further to our conversation, below is language inadvertently excluded from=
the Master Agreement. Specifically concerning Section 4.1 (page 2) and t=
he Material Adverse Change found in the Appendix.

Turning to page 2 of the Agreement, Article 4 Defaults and Remedies should=
include the following language beginning in the middle of the section afte=
r ....."contract for each such Transaction and .....(ii) =20
=20
(ii) ascertaining the associated costs and attorneys' fees. To ascertain =
the market prices of a replacement contract the Notifying Party may conside=
r, among other valuations, any or all of the settlement prices of NYMEX Gas=
futures contracts, quotations from leading dealers in Gas swap contracts a=
nd other bona fide third party offers, all adjusted for the length of the r=
emaining term and the basis differential. All terminated Transactions shal=
l be netted against each other. The Notifying Party shall give the Affecte=
d Party (defined in Section 4.2) written notice of the amount of the Termin=
ation Payment, inclusive of a statement showing its determination. If a Te=
rmination Payment is owed to the Notifying Party, the Affected Party shall =
pay the Termination Payment to the Notifying Party within 10 Days of receip=
t of such notice. If a Termination Payment is owed to the Affected Party, =
the Notifying Party shall pay the Termination Payment to the Affected Party=
within 10 Days of Affected Party's receipt of such notice. At the time fo=
r payment of any amount due under this Article 4, each Party shall pay to t=
he other Party all additional amounts payable by it pursuant to this Agreem=
ent, but all such amounts shall be netted and aggregated with any..... Term=
ination Payment payable hereunder. If the Affected.........

=20
Concerning the "Material Adverse Change" the following is included:

-, or customer ceases to be owned or otherwise controlled by its current u=
ltimate parent, "owned or otherwise controlled by" meaning the direct or in=
direct ownership of at least 51% of the outstanding capital stock or other =
equity interests of Customers having ordinary voting power."

As more fully stated in the Amendment attached below.

=20

If you are in agreement with these changes we can execute the Master Agreem=
ent and proceed with the Amendment.

Should you have questions concerning this matter or any part of the Agreeme=
nt please do not hesitate to give me a call. I apologize for any confusion=
and thank you in advance for your cooperation. =20

Regards,
Debra Perlingiere
Enron North America Legal
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron
713-853-7658
713-646-3490 Fax