Sara,

I'm attaching a draft of the futures agreement to "get the ball rolling"
again.  I believe I have included the terms you indicated were most
important.  One item I would like to bring to your attention is the
arbitration clause.  Morgan Stanley prefers to litigate disputes, but I
can agree to NFA arbitration rather than litigation.  I know New York is
our preferred location, and Texas is yours, so I thought that holding
the arbitration in Chicago might equally inconvenience us.   Please let
me know if this works for you.

Regards,

Tammy

 - 1_Redline Enron Cust Agr.doc