David and Jenny:

Attached is the form of services agreement that we are sending to NGPL for 
review.  This draft resulted from several conversations with the commercial 
team -- I think we are all pretty comfortable with this draft and how we have 
handled the issues that we discussed on the phone before you sent your 
revised draft.

We expect NGPL to take their time in reviewing this and that they will have 
comments; we have reserved the right to make further comments, and I think we 
are all going to take a fresh look at this document in a couple of days and 
make sure we are happy with it.  Please review the attached and give me a 
call with any comments or questions you might have so we can be prepared to 
turn it again when we receive NGPL's  input.

Please note that the attached is not marked against the version you sent 
down; I have not run that comparison, but can try to do so if it would be 
helpful to you.

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3882A
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3393/3490      
----- Forwarded by Travis McCullough/HOU/ECT on 06/07/2001 06:07 PM -----

	Travis McCullough
	06/06/2001 06:52 PM
		 
		 To: David Forster/Enron@EnronXGate, Carl Carter/Enron@EnronXGate
		 cc: 
		 Subject: Revised Agreement

this incorporates all of your changes; marked changes are my changes that you 
have not seen yet



Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3882A
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3393/3490