Attached is a draft of an "Exclusivity Agreement" in connection with your 
development of the capacity product trading website.   It is a little bit 
longer than I anticipated, but I think it includes everything we need (the 
bulk of the provisions deal with confidentiality obligations).  Please 
contact me with any comments or questions regarding the attached.  Please 
note that for those pipelines affiliated with Enron, we would simply add 
EnronOnline as an additional exception to the definition of "Competing 
System."



Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490