I got this form agreement from Jeff.  It was prepared recently for PEMEX.  I understand it was approved for general use by Susan.  All I've done so far is change the names of the Parties and change the description of the purpose and asked Steve for comments on these questions:

	1.  TW or ETS?  Steve would like this to be as broad as possible, but ETS probably isn't a legal entity that can enter into contracts.  When we looked at TransColorado, we used Enron Pipeline Company.  Stan is an officer and can execute documents for EPC.  Steve wanted the Party defined to be broad so that it could encompass several possible entities on Enron's part.

	2.  Is the "purpose" appropriate per the discussions Steve had with Questar?  Steve said that the agreement should express the intent to evaluate for a partnership interest, possibly operating the Southern Trail facilities and/or purchasing a portion of Southern Trails.  Again, in any event, to be broad in this description.

I was going to discuss these points with Legal and get a final blessing and send over to Gary Schmitt (his e:mail is garysc@questar.com)