Here is NUI's response to your latest comments.
----- Forwarded by Stacy E Dickson/HOU/ECT on 04/05/2001 09:01 AM -----

	Paul Chymiy <pchymiy@NUI.com>
	04/05/2001 08:09 AM
		 
		 To: "'Stacy.E.Dickson@enron.com'" <Stacy.E.Dickson@enron.com>
		 cc: Brian Rose <brose@NUI.com>, Jennifer Forno <jforno@NUI.com>, Laura 
DiBenedetto <ldibenedetto@NUI.com>, Terri Sue Gross <tgross@NUI.com>
		 Subject: NUI Corp. Guaranty


Good morning, Stacy.
 I have reviewed the Guaranty forwarded last evening by Rudwell
Johnson.  He requested that I get back to you with comments.  Please note my
changes on the attached.  As Rudwell suggested, in the second paragraph  I
have included language that limits this Guaranty to the two transactions
that we working on.  In the same vein, I have also included language (see
paragraph 17) that ensures that any other guarantees will not be cumulative
with this one.  I assume that we will do a separate guaranty to use as
Exhibit D to the Master Purchase Agreement.  Any questions, please call me
at 908-719-4228.
  <<ena guaranty4(redlined).doc>>
Paul

 - ena guaranty4(redlined).doc