AGREEMENT WITH RESPECT TO GAS TRANSPORTATION

<<Gas Transaction Agr. Execution (4-19-01).doc<<

Here is the "Execution Copy," absent the schedule of Basis Trades which we
are finalizing. Please send me the execution copy of the Netting Agreement
Amendment as soon as possible. Thanks, Peter

PG&E National Energy Group and any other
company referenced herein that uses the PG&E name or
logo are not the same company as Pacific Gas and
Electric Company, the regulated California utility. Neither
PG&E National Energy Group nor these other
referenced companies are regulated by the California Public
Utilities Commission. Customers of Pacific Gas and Electric Company
do not have to buy products from these companies in order
to continue to receive quality regulated services from the utility.

- Gas Transaction Agr. Execution (4-19-01).doc