Kevin,
 As we discussed, here are the changes I feel need to be made to the form 
before Enron North America Corp.  can agree to use it.

1.  Change 1.1 to read as follows:  This Agreement shall be effective upon 
its execution and shall continue in full force and effect through December 
31, 2000.

2.  Change 3.1 to read as follows:  Upon not less than 36 hours advance 
notification by Vector, Seller shall be obligated to sell and deliver to 
Vector, and Vector shall be obligated to purchase and receive from Seller, at 
the time stipulated by Vector in the advance written notification, at a Point 
of Sale, a quantity of gas equal to Seller's PSQ for such Point of Sale, as 
specified in Exhibit A to this Agreement.  The parties agree that time is of 
the essence in this Agreement..

3.  Add 4.2 to read as follows:  4.2  If Vector fails to purchase and receive 
from Seller the quantity of gas required to be purchased and received by it 
under Article 3.1 for any reason other than the occurrence of an event of 
Force Majeure, Vector shall indemnify Seller and shall be liable to pay 
Seller an amount equal to the difference between the price that would have 
been paid to Seller and the Gas Daily low price, set forth in Gas Daily under 
the heading "Daily Price Survey" under the listing applicable to Chicago and 
using the low price in the range of prices published for the day that Vector 
failed to perform multiplied by the volume Vector failed to purchase and 
receive from Seller for such day.

4.  Add the following language at the end of 9.1.  For breach of any 
provision for which an express remedy or measure of damages is herein 
provided, such express remedy or measure of damages shall be the sole and 
exclusive remedy hereunder.  If no remedy or measure of damages is expressly 
herein provided, the obligor's liability shall be limited to direct actual 
damages only, such direct actual damages shall be the sole and exclusive 
remedy hereunder and all other remedies or damages at law or in equity are 
waived.  Unless expressly herein provided, neither party shall be liable for 
consequential, incidental, punitive, exemplary or indirect damages, lost 
profits or other business interruption damages, in tort, contract, under any 
indemnity provision or otherwise.

5.  Add the following Seller's information in 10.1.
 Enron North America Corp.
 P. O. Box 4428
 Houston, Texas 77210-4428
 Attn:  Documentation and Deal Clearing Desk
 Facsimile No. (713) 646-4816.