Kim,
 Stacy (Dickson) Granmayeh has reviewed the proposed Master Contract that you 
drafted for enovate, L.L.C. and I have likewise reviewed the proposed Master 
Contract that you forwarded to Enron North America Corp.

 As I indicated earlier, these contracts are similar to the contract we 
started with last year in documenting the transaction that was ultimately 
entered into.  I recall providing a copy of our Sample Enfolio Master Firm 
Purchase/Sale Agreement together with the credit departments requirements 
which they required in order to enter into the transaction.  I am told that 
those credit requirements relating to triggering events and collateral 
threshold will also be necessary before Enron North America Corp. can enter 
into a transaction this year.

 Unless I specifically state that a comment relates to enovate or to Enron, 
these comments relate to both entities.

 1. The correct name for enovate is:  enovate, L.L.C.

 2. Change the Confirming Party in Section 3.12 to Seller.

 3. Section 4.1 needs to be altered in such a way to make the verbal 
agreement of the Parties binding at the time of the phone call.  As written, 
any agreement between the Parties is not binding until a Transaction 
Confirmation is executed by both Parties.

 4. The word "Contract" in Section 5.1.1.b. should be changed to 
"Transaction".

 5. The concept of "Point(s) of Receipt" and "Point(s) of Sale" need to be 
collapsed into Point(s) of Delivery at which point title and possession is 
transferred from the Seller to the Buyer. No need for two separate concepts.

 6. Delete Sections 6.5 and 6.6 in their entireties.

 7. Alter Section 8.3.3 concerning Locked Prices in such a way to make the 
Locked Prices binding at the time of the phone call; not upon the passage of 
48 hours for receipt of confirmation.

 8. The term "Commodity Charge Index Adjustment" used in Section 8.1, 8.2 and 
8.3 needs to be defined.

 9. The first sentence of Section 10.3 should be altered to delete the last 
phrase &of the negligence of the other Party8 and include the following 
phrase in its place:  &the gross negligence, willful misconduct or bad faith 
of the other Party.8
 
 10. Delete the phrase &(not via facsimile)8 from the first sentence of 
Section 12.1.

 11. Add the following phrase at the end of Section 15.3: &; the loss of 
Buyer,s Markets; or Buyer,s inability economically to use or resell gas 
purchased hereunder.8

 12. Delete the phrase &or Buyer or Seller claims force majeure for a period 
exceeding seven (7) cumulative days or five (5) consecutive days during the 
Transaction Term8 in Section 16.1.b.

 13. Add the following sentence to the end of Section 16.1.e:  &Party fails 
to perform any covenant set forth in this Contract.8

 14. Delete the third sentence of Section 16.2 in its entirety.

 15. Delete Section 16.3.d in its entirety.

 16. The Corporate Guarantee in Section 19 should be a payment guarantee not 
a performance guarantee.

 17. With regard to enovate, change &Wisconsin8 to &Illinois8 in Section 
21.5; and with regard to Enron, change "Wisconsin" to "Texas" in Section 21.5.

 18. Section 21.7 requires &mutual execution of an appropriate supplemental 
written Transaction Confirmation8 for an effective modification.  This 
conflicts with Section 8.3.3, which does not require execution of a 
Transaction Confirmation for a Locked Price.

 19. Delete Section 22.e in its entirety.

 20. In Exhibit A, delete Section 12, Regulatory Contingency, in its entirety.

 Please review the foregoing and provide revised contracts to both enovate 
and Enron for further review in accordance with the foregoing matters.