There are a few credit issues here.  I have a 9:30 am call with Cargill.  SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 12/07/99 08:57 
AM ---------------------------


Marty_Oelmann@cargill.com on 11/29/99 02:59:51 PM
To: Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: ISDA Master Agreement between Enron and Cargill, Inc.



     Sara,
     The e-mail address "sshackle@enron.com was also undeliverable.  Kay
     Ellis provided me with the above address and I am hopeful that this
     one will reach you successfully.
     Regards,
     Marty Oelmann


______________________________ Forward Header 
__________________________________
Subject: ISDA Master Agreement between Enron and Cargill, Inc.
Author:  Marty Oelmann at xtwn
Date:    11/29/99 2:14 PM


     Dear Sara,

     The Schedule to the above-referenced Agreement has been forward to me
     for review and comment.  We look forward to completing this Agreement
     with Enron and appreciate your assistance to that end.  I have the
     following comments regarding the Schedule.  In spite of the length of
     this wire, I feel that we do not have many obstacles to bringing this
     Agreement to a mutually agreeable conclusion.

     1. Please confirm the correct legal name of the Enron entity entering
     this Agreement.  Please add a comma to Cargill's name -- Cargill,
     Incorporated.

     2. It is my understanding that we have not received financial info on
     the Enron entity involved in the Agreement.  Can you arrange to have
     those sent to my attention?  We typically establish a Threshold for
     both the entity involved in the Agreement as well as the Credit
     Support Provider.

     3. We will not be providing Quarterly Unaudited financial statements.

     4. Please provide the correct Notice Address for the appropriate Enron
     entity.

     5. Our Notice information is as follows:
     Cargill, Incorporated
     12700 Whitewater Drive
     Minnetonka, MN  55343-9439
     Attn:  Swaps Administration
     Telex No.:   192199    Answerback:  CARGILL FMD
     Facsimile No.:  (612) 984-3900
     Telephone No.:  (612) 984-3444

     6. Part 4(h).  We prefer to retain the intent of the ISDA whenever
     possible and, therefore, please delete this clause.

     7. Part 5(b)(j).  Please use the following ISDA-recommended clause in
     place of yours:
     Non-reliance Representation.   The following  shall be added as
     Section 15:
     Relationship Between Parties.

     Each party will be deemed to represent to the other party on the date
     on which it enters into a Transaction that (absent a written agreement
     between the parties that expressly imposes affirmative obligations to
     the contrary for that Transaction):

     (i)   Non-Reliance.  It is acting for its own account, and it has made
     its own independent decisions to enter into that Transaction and as to
     whether that Transaction is appropriate or proper for it based upon
     its own judgment and upon advice from such advisers as it has deemed
     necessary.  It is not relying on any communication (written or oral)
     of the other party as investment advice or as a recommendation to
     enter into that Transaction; it being understood that information and
     explanations related to the terms and conditions of a Transaction
     shall not be considered investment advice or a recommendation to enter
     into that Transaction.  No communication (written  or oral) received
     from the other party shall be deemed to be an assurance or guarantee
     as to the expected results of that Transaction.

     (ii)  Assessment and Understanding.  It is capable of assessing the
     merits of and understanding (on its own behalf or through independent
     professional advice), and understands and accepts, the terms,
     conditions and risks of that Transaction.  It is also capable of
     assuming, and, assumes, the risks of that Transaction.

     (iii)  Status of Parties.  The other party is not acting as a
     fiduciary for or an adviser to it in respect of that Transaction.

     8. Part 5(c).  Please explain your reasoning for this request.  We
     prefer to retain the intent of the ISDA and, therefore, feel it should
     be deleted.

     9. Part 5(f).  Please add the following to this clause:
     Additionally, any such recordings may be submitted in evidence to any
     court or in any proceedings for the purpose of establishing any
     matters pertinent to the Agreement.

     10.Part 5(g).  Please use the following ISDA-recommended clause in place
     of yours:
     Set-off.   The following shall be added as Section 6(f):

     "Any amount (the "Early Termination Amount") payable to one party (the
     Payee) by the other party (the Payer) under Section 6(e), in
     circumstances where there is a Defaulting Party or one Affected Party
     in the case where a Termination Event under Section 5(b)(iv) has
     occurred, will, at the option of the party ('X') other than the
     Defaulting Party or the Affected Party (and without prior notice to the
     Defaulting Party or the Affected Party) be reduced and set-off against
     any amount(s) (the 'Other Agreement Amount') payable (whether at such
     time or in the future or upon the occurrence of a contingency) by the
     Payee to the Payer (irrespective of the currency, place of payment or
     booking office of the obligation) under any other agreement(s) between
     the Payee and the Payer or instrument(s) or undertaking(s) issued or
     executed by one party to, or in favor of, the other party (and the
     Other Agreement Amount will be discharged promptly and in all respects
     to the extent it is so set-off).  X will give notice to the other party
     of any set-off effective under this Section 6(f).

     For this purpose, either the Early Termination Amount or the Other
     Agreement Amount (or the relevant portion of such amounts) may be
     converted by the Non-defaulting Party into the currency in which the
     other is denominated at the rate of exchange at which such party would
     be able, acting in a reasonable manner, in good faith, to purchase the
     relevant amount of such currency.

     If an obligation is unascertained, X may in good faith estimate that
     obligation and set-off in respect of the estimate, subject to the
     relevant party accounting to the other when the obligation is
     ascertained.

     Nothing in this Section 6(f) shall be effective to create a charge or
     other security interest.  This Section 6(f) shall be without prejudice
     and in addition to any right of set-off, combination of accounts, lien
     or other right to which any party is at any time otherwise).

     11.Part 6.  Please delete this Section.  We have found it to be more
     common market practice to retain the intent of the 1993 Commodity
     Derivatives Definitions without modification.

     Thank you for your attention to this Agreement, Sara, and we look
     forward to bringing it to completion in the near future.  Have a
     terrific Thanksgiving holiday!

     Best regards,
     Marty Oelmann


 - att1.unk