Article II of the NONCOMPETITION AGREEMENT entered in connection with the 
sale of HPL to AEP (which closed as of June 1,2001) provides:

 "ENA [for 3 months post-close] will not  solicit, negotiate or enter into 
any contract, agreement or arrangement for the purchase of natural gas on the 
HPL Pipeline from any Person which is a supplier or producer of natural gas 
connected to the HPL Facilities; provided, however, nothing herein shall be 
construed or interpreted as prohibiting ENA from entering into any such 
contract, agreement or arrangement which is less than one month in duration 
and involves or is related to an Enron Online transaction." 

 This is not the most clearly drafted provision as it was the subject of much 
negotiation....and was significantly narrowed from the  original scope 
proposed by AEP.  Thus, please consult with me prior to entering into any 
solicitation, agreement or arrangement which might arguably be covered by our 
limited covenant not to compete on the supply side for 3 months.  There are 
many aspects of the post-close transition which will require cooperation 
between Enron and AEP/HPL and thus, it behoves us to carefully weigh the 
risks and rewards of "stepping too close to or over the line".

Further,although a technical reading of the non-competition agreement only 
applies to ENA, no ENA UPSTREAM deals which would violate this covenant if 
there were to be done as ENA should be done without clearance from Brian 
Redmond and me.

Please communicate this restriction to those who report to you and have need 
to be aware of this limited restriction.

Sincerely
 BNG





	Dan J Hyvl
	06/07/2001 04:59 PM
		 
		 To: Barbara N Gray/HOU/ECT@ECT
		 cc: Jeffrey T Hodge/HOU/ECT@ECT
		 Subject: ONEOK Energy Marketing and Trading Company

Barbara,
 This appears to be supply deal for deliveries at Katy that would be subject 
to the 90 day non-compete.  Sandi is in the process of getting me a copy of 
the non-compete so that I can determine if this deal is covered.  Do you have 
any thoughts.
----- Forwarded by Dan J Hyvl/HOU/ECT on 06/07/2001 04:56 PM -----

	Richard Deming/ENRON@enronXgate
	06/07/2001 02:22 PM
		 
		 To: Dan J Hyvl/HOU/ECT@ECT
		 cc: 
		 Subject: ONEOK Energy Marketing and Trading Company

Dan,

Please find below details of Phy Gas deals with GTC agreements:

Deal Date: 6/06/01
Deal No: VF1896 / 835431
Buyer: ENA
Seller: ONEOK Energy Marketing and Trading Company
Start Date: 7/01/01
End Date: 6/30/02
Firm
Volume: 10,000 / day
Price: HOU.SHIP-LGPKG.IF.M.I minus USD 0.03000
Delivery Point: Exxon Katy - Katy Tailgate

Please let me know if you need any more details.

Thanks,
Richard
x54886