---------------------- Forwarded by Sara Shackleton/HOU/ECT on 03/17/2000 
03:01 PM ---------------------------


Marty_Oelmann@cargill.com on 03/17/2000 02:33:08 PM
To: Phillip_Fantle@cargill.com, sara.shackleton@enron.com
cc: Andrzej_Kabarowski@cargill.com, Sharon_Bullock@cargill.com 
Subject: 


     The following letter has been faxed to Mr. Jeff Sorenson of Enron
     North America Corp. in response to his submission of General Terms and
     Conditions of Confirmation.

     Mr. Jeff Sorenson
     Manager of Deal Compliance & Financial Settlements
     Enron North America Corp.
     P.O. Box 1183
     Houston, TX  77251-1188

     Legal Fax Number:  713/646-3491

     RE:  Revised Form of Annex A

     Dear Mr. Sorenson:

     Your letter dated March 7, 2000 directed to the Cargill Legal
     Department regarding the above-referenced subject has been forwarded
     to me for attention.

     We are currently deeply involved in the negotiation of an ISDA Master
     Agreement between Enron North America Corp. and Cargill,
     Incorporation.   I have been working with Sara Shackleton, Senior
     Counsel in your Legal Department, to bring this document to
     completion.   To date, the few remaining unresolved issues require
     the involvement and response of Tanya Rohauer in your Credit area.

     As instructed in your letter, this is to advise that we do not accept
     the General Terms and Conditions of Confirmation and prefer to
     continue to use ISDA's recommended standard long form Confirmation
     until the ISDA Master Agreement has been completed.  Any effort on
     your part to expedite the conclusion of these negotiations would be
     greatly appreciated.

     Regards,
     Marty Oelmann
     Documentation Analyst

     cc:  S.Shackleton, Enron
          P.Fantle, Cargill Legal