Gerald,

Here is the Conoco option deal....

There is an 8-inch products line that runs from the Sinclair Refinery near 
Rawlins, Wyoming to their terminal in Salt Lake City, Utah.  The line is 
owned by Pioneer Pipeline Company which is jointly owned by Conoco (85%) and 
Sinclair (15%).  Pioneer is in the process of expanding part of this system 
by building a 12 inch loop between Rawlins and the Wasatch Front in Utah.  
Through this expansion project, Pioneer will be left with an abandoned 8 inch 
line along the path of the loop.  

Conoco has agreed to allow Enron the opportunity to convert the line to gas 
service if there is sufficient economics to justify it.  If it makes sense to 
convert to gas, the deal would likely be that Enron funds the conversion 
costs and has 100% of the capacity at a defined rate with Pioneer retaining 
ownership of the pipeline.

We need to draft an agreement with Conoco which protects our exclusive rights 
for  gas service.  The major elements would be

1.  Exclusive term for Enron to pursue gas transmission opportunities along 
the Pioneer line.  18 months after date of abandonment.

2.  Min term under which Conoco would provide gas transportation service.  10 
year term

3.  Obligation to negotiate with Enron for gas tranportation service if 
sufficient demand/thoughput is identified.

We'll discuss it while in town tomorrow hopefully.