Carl, 

Thank you for your e-mail.  Concerning Section 13.5, we will agree to New 
York on choice of law.  For Section 2.5, ENA as confirming party.  Finally, 
Section 3.2  we prefer Spot Price as this is a short term deal.

Please let me have your thoughts regarding these issues.


Best regards,
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