----- Forwarded by Mark Taylor/HOU/ECT on 01/11/2001 09:38 AM -----

	Mark Taylor
	01/11/2001 09:37 AM
		 
		 To: andy zipper
		 cc: 
		 Subject: Section 8.2

 Enron Online Transactions
.  Any member of the Envera Network (an &Envera Network Member8) who is a 
customer of EOL may submit to EGM an irrevocable offer to buy or sell any 
petrochemical, natural gas liquids, or plastics product that is then traded 
by EGM on EnronOnline, on the standard terms and conditions (including 
without limitation quantity, quality, shipping dates and payment terms) as 
are established for such products on EnronOnlinev, at a price that is between 
the bid and ask prices then posted by EGM on EnronOnlinev, with such offers 
being a binding commitment by such Envera Network Member to complete the 
proposed transaction on the same trading day (as trading days are determined 
by EGM).  EGM agrees to conditionally accept such offers, subject to the 
following requirements and limitations:
 Current Envera Network Members (as of the Closing Date) may submit such 
offers on or before the first anniversary of the Closing Date, and not 
thereafter.  Any Envera Network Member who first becomes a member after the 
Closing Date but before December 31, 2001, shall have until the first 
anniversary of its membership agreement with Envera in which to submit such 
offers, but not thereafter.  Any Envera Network Member who first becomes a 
member after December 31, 2001, shall not be entitled to submit any offers to 
EGM under this Section 8.2.  All of EGM,s obligations under this Section 8.2 
shall expire no later than December 31, 2002.
 The irrevocable offer by the Envera Network Member must be placed as a limit 
order on EnronOnlinev and made irrevocable until the end of the trading day 
in writing (by facsimile or otherwise) or otherwise in accordance with the 
standard confirmation procedures of EGM.  In no event will EGM be liable for 
any failure to complete any limit order or trade.  
 The Envera Network Member must be a registered user of EnronOnlinev and 
qualified to trade in the product that is the subject of the offer, all in 
accordance with the standard terms established by EGM or EnronOnlinev.
 EGM will accept or reject the offer on or before the close of the trading 
day and will communicate such acceptance or rejection to the Envera Network 
Member; if accepted the transaction will be completed through EnronOnlinev.  
EGM's acceptance or rejection may be based on EGM,s ability to reverse the 
trade with a third party or otherwise fully mitigate the risk created by the 
trade, and on such criteria as EGM applies to such trades generally, 
including without limitation its evaluation of the credit risk of such Envera 
Network Member based on EGM's standard credit policies then in effect.
 Any trades of similar products by EGM shall be independent of the 
transaction offered by the Envera Network Member.  EGM's trades will be for 
its own account and in no event shall EGM trade for or on behalf of the 
Envera Network Member.
 Neither EGM nor EOL will charge the Envera Network Member any transaction 
fees with respect to such transaction.
 The aggregate number of transactions that EGM will be obligated to accept 
pursuant to this Section 8.2 shall not exceed one hundred (100) per Envera 
Network Member, and shall not exceed an aggregate of five thousand (5,000).
 No offers shall be accepted by EGM under this Section 8.2 after December 31, 
2002.
 No transactions under this Section 8.2 will be executed if, in the sole good 
faith judgment of EOL or EGM, upon advice of its counsel, the result or 
effect of which may be that any of EGM, EOL, or EnronOnlinev, their 
Affiliates or any of their respective businesses (i) could become subject to 
regulation under the Commodities Exchange Act, as amended; (ii) could become 
subject to regulation by the Commodities Futures Trading Commission; or (iii) 
could become subject to any regulatory proceeding, investigation, action, 
inquiry or review.