Valentis

Here are the credit worksheets for Valentis (25% of the trade and Independent
amount should be allocated here) and CD Holdings (75% allocated here). This
will work for the ISDA, and I am hearing from Caroline that they are ok with
posting this up front amount in cash. So, for purposes of the Deemed ISDA,
we may as well include all of the credit provisions, but make the $2MM a
"Special Independent Amount" applicable to the counterparty, which may be
increased by Enron up to $5MM. This Special Independent Amount should be
added to the Independent Amount as that term is used in the ISDA in order to
give us the ability to demand more collateral at will with respect to the
long term hedge. Given the fact that the c/p can post cash instead of LC's I
see no reason for us to always have the Special Independent Amount in cash.
That is, if we are $2MM out of the money on the position, I do not have a
problem returning their cash, so long as it is in increments of the rounding
amount.

So I think we should just go ahead and put credit into these Deemed ISDAs,
and require that the failure of the parties to execute an ISDA within 60 days
will constitute a termination event.

Caroline, again, the c/p will have to verbally agree to Loss instead of
market quotation, to the special margining provisions with respect to this
particular long term trade, etc. Let's discuss how this will work, since it
is different from what I proposed on the phone.

Sara, after you have had a chance to look at these, give me a call so we can
discuss.

Thanks.
Paul