Dan

I've had some feedback .... take a look at this .... changes look OK to me, 
particularly the second one!!  They're the ones who wanted it in the first 
place ...

Lee


---------------------- Forwarded by Lee L Papayoti/HOU/ECT on 01/05/2001 
02:35 PM ---------------------------


Karen K Gruber <Karen_K_Gruber@Engelhard.com> on 01/05/2001 02:20:45 PM
To: "Lee Papayoti (E-mail)" <Lee.L.Papayoti@enron.com>
cc:  
Subject: Status of Natural Gas Contract - Engelhard




We are finally nearing the end of the review. I am currently demanding a 
final response from our legal beagles on the indemnification issue since the 
two cannot come to an agreement so far.? As for the rest of the agreement, 
here are two changes that we discussed earlier on the phone:

ADD the following sentence at the end of the first paragraph in Enfolio 
Master Firm Purchase/Sale Agreement?? "This agreement and all other 
transactions are for sales of gas to the Engelhard Corporation Pasadena, 
Texas location only."

DELETE the second sentence that was added in the Daily Contract Quantity 
(DCQ) section on the Transaction agreement.?? (Seller acknowledges and agrees 
that the provisions of Section 3.4 of the ENFOLIO Master Firm Purchase/Sale 
Agreement shall not apply so long as Buyer purchases the DCQ from Seller 
under the pricing terms provided below.)?? Our lawyers found this confusing.

I apologize for our late response.? 

Hope you had an enjoyable holiday. 

Best regards 

Karen Gruber 
Engelhard Corporation