Venona, 

I have discussed the warranty issue with my attorney and he suggested the 
following be used as Section 8.5.  The language in this section allows for 
gas from outside the state.  Please advise.

The following representations and warranties shall apply to Transactions 
under the stated conditions:  (i) if Company is Buyer, Seller represents and 
warrants to Buyer that all Gas will have been produced (a) within the state 
of Texas and will not have been commingled with other Gas which is or may be 
sold, consumed, transported or otherwise utilized in interstate commerce in 
such manner which would subject an intrastate Transporter to the jurisdiction 
of the Federal Energy Regulatory Commission or any successor authority under 
the Natural Gas Act of 1938 or (b) outside of the state of Texas with any 
transportation on an interstate pipeline having been conducted under Section 
311 (a)(1) of the Natural Gas Policy Act and (ii) if Company is Seller and 
the Delivery Point(s) for the Transaction are not interstate 
interconnections, Buyer represents and warrants to Seller that none of the 
Gas will be sold, consumed, transported or otherwise utilized outside the 
state or sold to another party which will subsequently sell, consume, 
transport or otherwise use the Gas outside the State where such event would 
subject an intrastate Transporter to the jurisdiction of the Federal Energy 
Regulatory Commission or any successor authority under the Natural Gas Act of 
1938.


Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490