EnronOnline Servicing Agreement

Attached is S&C's revised version of the Servicing Agreement, incorporating
the comments that I provided to them last week. I have not had an
opportunity to review this yet, but wanted you to get it as quickly as
possible. Please give me a call with any comments or questions that you may
have regarding the attached.

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3882A
Houston Texas 77002
Phone: (713) 853-1575
Fax: (713) 646-3393/3490
----- Forwarded by Travis McCullough/HOU/ECT on 05/30/2001 10:49 AM -----

Shermanj@sullcrom.com
05/30/2001 10:18 AM

To: travis.McCullough@enron.com
cc: GilbergD@sullcrom.com
Subject: EnronOnline Servicing Agreement

Attached please find a revised version of the EnronOnline Servicing
Agreement between Enron and NGPL. We have included a clean copy of the
document as well as a blacklined copy showing the changes from the draft
dated May 16, 2001.

Please do not hesitate to call David Gilberg at 212-558-4680 or me at
212-558-4252 if we can be of further assistance.

Regards,

Jenny J. Sherman

<<NY12533-#136596-4.DOC<< <<2X#CRED.DOC<<

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