Great memo!

Just a couple of notes.

B 1 (b):  I think the master gas contract form includes Affiliates on 
non-defaulting party side--see end of Article 4.

If a Triggering Event occurs, the Notifying Party may (at its election) set 
off any or all amounts which the Affected Party owes to the Notifying Party 
or its Affiliates (under this Agreement or otherwise) against any or all 
amounts which the Notifying Party owes to the Affected Party (either under 
this Agreement or otherwise).

B 2 (f):  The analysis is based upon Enron default.  If counterparty default 
analysis is used, Enron benefits; and don't all contracts at least have all 
transactions terminating if bankruptcy is the triggering event?


Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com