Project 20/20 - Purchase and Sale Agreement

Attached for you review is a first draft of a Purchase and Sale Agreement for
Project 20/20.

At the request of Northern Border, this draft was based on the Purchase and
Sale Agreement used by Northern Border and Enron to purchase the Big Horn
membership interests. Since the Big Horn agreement was not executed until
the closing, it does not include any closing conditions and certain other
closing mechanics. Because the letter of intent for Project 20/20 identifies
several issues that will require further negotiation with Northern Border, I
assumed we would follow the same approach for this transaction and negotiate
those issues with Northern Border and then execute the Purchase and Sale
Agreement at the closing. If Northern Border now wishes to execute the
Purchase and Sale Agreement before closing, we will need to complete our
negotiations of the open issues and add the appropriate preclosing provisions
to this draft, including closing conditions.

Please call me with your comments to this draft.

Thanks, Hal

- HOU_562951_5.DOC