Beth,

We will agree to this version with the following changes:

"Enron recognizes that, when NEGM is acting as Buyer hereunder, NEGM is
purchasing gas on behalf of certain gas companies (the "Repurchasers") to
whom it immediately resells such gas at the Delivery Point(s).  In addition
to any other circumstances for which NEGM is entitled to claim force majeure
pursuant to this Contarct, Enron agrees that NEGM as Buyer shall be entitled
to claim force majeure if a Repurchaser purchasing gas from NEGM is unable
to take delivery of gas as a result of an event of force majeure at such 
Delivery Point)s).  The parties further agree that the term "Transporter" 
when used in this Contract, including, but not limited to, in Sections 4.1. 
and 11.1, shall include any company acting in the capacity of a transporter 
for any Repurchaser and agree that Section 4.3 of the Contract will apply to 
invoices from such Transporters for Imbalance Charges received from such 
Transporters to the same extent as if such invoices were received
by NEGM, provided that any such Repurchaser scheduled and nominated the same
volumes as Enron and NEGM scheduled and nominated on behalf of such
Repurchaser at the Delivery Point(s)."


Please let me have your thoughts.


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