Purchase and Sale Agreement Draft

At the request of Shonnie Daniel, attached is a first draft of a Purchase and
Sale Agreement for the sale of the membership interests in Enron Midstream
Services, LLC, ECT Wind River, LLC, and ECT Powder River, LLC.

This draft has not been fully reviewed by ENA and is subject to any
additional comments they may have.

Hal Haltom
Andrews & Kurth LLP
600 Travis Street
Houston, Texas 77002
713-220-4109

- HOU_562951_7.DOC