Enron North America is interested in purchasing natural gas from Phillips 
Petroleum Company under the following terms and conditions:


Service Level:  All volumes will be firm.  Buyer must flow 100% of purchased 
volumes.  If Phillips is not satisfied with Buyer's flow performance, 
Phillips may cut any or all gas during the month of f low, and may terminate 
all remaining months of contracted volume upon 15 days written notice to 
Buyer.

Tier 1
WFS Milagro Plant: (WFS Agreement-Agreement Transfer):  10000 mmbtu/day 
Price:  Inside FERC El Paso San Juan Index minus $.09.

Tier 2
WFS Milagro Plant (WFS Agreement-Agreement Transfer):  25000 mmbtu/day
Price:  Inside FERC Northwest Rockies Index plus $.09

El Paso Natural Gas Company San Juan Blanco Pool:  40000 mmbtu/day
Price:  Inside FERC Northwest Rockies Index plus $.09

WFS Ignacio Plant (WFS Agreement-Agreement  Transfer):  30000 mmtu/day
Price:  Inside FERC Northwest Rockies Index minus $.04.


Special Terms and Conditions:  Buyer and Seller may mutually agree to convert 
any portion of the contracted volume to a fixed price or to a Gas Daily.  
Conversion to Gas Daily can occur no later than NX3.  If no price conversion 
takes place, the gas will be sold at the agreed upon index price or default 
price.  

ENA is not interested in trigger deals based upon partial flows. 

Please call if you have any questions regarding this matter.