Dear Carol and Marie:

Pursuant to our recent telephone conference, attached is the final form of
the North American Master Netting Agreement for signature by all of the
respective parties.

If this does not reflect all of the changes we previously agreed to, please
call me right away.

Very truly yours,

BILLY
Billy D. Dixon
Attorney
BP America Inc.
501 Westlake Park Blvd., Rm 16.166
Houston, Texas 77079
Direct 281/366-4745
Fax 281/366-5901
billy.dixon@bp.com

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 <<BP Form NA Master Netting (11-1-01)#3.DOC>>  <<RL NA MASTER
11-1-01#3.DOC>>

 - BP Form NA Master Netting (11-1-01)#3.DOC 
 - RL NA MASTER 11-1-01#3.DOC