Letter of Intent

Jason:
I thought that your drfat letter of intent looked fine. Just a few
commments. In section 6 - Conditions, could you put something in there
similar to the "Approvals" section in the November 10th letter since possibly
HSR and FERC approval may be needed? Alos, in Attachment A, in Section 3
could you sya something to the effect that if tthere is no master in place
with Enron and a particular counterparty then Enron needs to be satisfied
with the terms of the master that is in place between Mrechant and such
counterparty.

I thought that the Assignment Agreement was very weak and that we need
something more than that. Withg respect to the consent, the concept of the
assigned transaction be goverened by our Master needs to be in there.
Enclosed is the template that we have used in the Columbia deal.

Call me if you have any questions. The only time that I won't be reachable
today is from 11:30-2.

Carol