Type of Contract:  ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date:   September 1, 2000

Enron Entity:   Enron North America Corp.

Counterparty:   H.Q. Energy Services (U.S.) Inc.

Transactions Covered:  Approved for all products with the exception of: 
Foreign Exchange
          
Confirming Entity:  Enron North America Corp.

Governing Law:   New York

Special Provisions:  The Confirmation section prescribes using the form of 
confirmation contained in the 2000 ISDA Definitions or the 1993 ISDA      
Commodity Definitions.  The timing for dispute of confirmations has been 
amended from the standard 2 days to 3 days.

    Confirmation Desk:  note p.28 of the Schedule to the Master Agreement 
prescribes the rounding conventions.