Monica,
 Kim Ward asked me to forward the attached general terms and conditions to 
you for your review.  These general terms and conditions are used in 
conjunction with a Confirmation Agreement which would be signed by both 
parties.  The Confirmation Letter sets forth the volumes, delivery point, 
price terms which are to be applicable for the gas to be sold pursuant to the 
general terms and conditions.  

----- Forwarded by Dan J Hyvl/HOU/ECT on 01/09/2001 09:28 AM -----

	Kim Ward
	01/08/2001 06:53 PM
		
		 To: Dan J Hyvl/HOU/ECT@ECT
		 cc: 
		 Subject: Re: City of Palo Alto

Dan,

Today, I entered into some conversations with the City of Palo Alto regarding 
fixing forward gas prices for them.  They have a copy of a Master agreement 
and a copy of an ISDA which are currently in their legal department.  They 
have requested a copy of the GTC language which would allow us to transact in 
the immediate future, although I am still pushing for a Master.  They 
currently have a Power Master in place with EPMI.  

Could you forward a copy of the General Terms and Conditions to Monica 
Padilla with the City of Palo Alto at Monica_Padilla@city.palo-alto.ca.us 
first thing in the morning?  Please let me know if you have any questions or 
issues.

Thanks,

Kim Ward

503-805-2117