Attached is a draft of the Agreement we discussed.  The draft assumes that 
Enron will enter into an access agreement (or similar type of agreement) with 
the Sponsor or Platform and that this agreement will supplement (and, where 
necessary, supersede, the access agreement).  I think this is probably a 
valid assumption, because Enron will have to be a participant on the system 
on which it posts prices and the systems generally require all participants 
to sign a uniform form of agreement.

Feel free to call after you have had a chance to review it.  Thanks.


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