Good Morning Dan:

Hope your Thanksgiving was safe and happy.

Legal and Credit have returned the contracts from final review and the only
two edits we would ask are as follows:

Page 2 - ARTICLE 4 DEFAULTS AND REMEDIES
     4.1 Early Termination:  At the top of page 2, second column, please
delete the reference to arbitration of the Termination Payment and perhaps
use something like "good faith efforts by both parties......".

Page 1 of Appendix I - DEFINITIONS
     Following the definition for "Delivery Point(s)" and before the
definition for "Force Majeure", please include the definition for
"Financially Firm".
     "Financially Firm" shall mean that the parties have agreed that the
performance obligation of Seller to delivery and sell and Buyer to receive
and purchase is only excused if it is physically impossible for a party to
deliver or receive Gas in accordance with its obligations under a
Transaction because Gas is not available (at any price), or cannot be made
available (at any price) via transportation (at any price) to the Delivery
Point(s) to enable performance consistent with the terms of a Transaction.

Dan, please call or email me if anything is unclear and it's my
understanding that these same edits would be mirrored in both agreements,
the Enron North America one as well as the Enovate contract.  My phone
number again is 713.207.3266.

Thanks,
Ellen Dailey