Gerald,

As indicated on the voice mail, here is our idea of what the EA should look 
like.

I really appreciate the help you are providing us on such a short notice.

Thanks,

Miguel Vasquez
3.3910

 -----Original Message-----
From:  Vasquez, Miguel  
Sent: Tuesday, April 17, 2001 12:47 PM
To: Van Hooser, Steve
Cc: Bieniawski, Paul; Mrha, Jean; Ogden, Mary
Subject: NFG Exclusivity Agreement

Steve,

Thanks for your voice mail.  I think that attaching an addenum to the CA will 
be the right way to go.

What we want on the Exclusivity Agreement is, to the extent not already 
included in the text of the CA, to preclude NFG from:

1.  Until the end of 2001 to engage other parties with information gathered 
from Enron through the joint effort (values, curves, volatilities, 
presentations, text, etc.)
2.  Until the end of 2002, to utilize ENE's name or our interest in a 
transaction with them as material information to be shared through financial 
releases or non-material marketing information relases.
3.  Engaging, until the end of 2001, with agreements with other energy 
outfits that include both financial as well as physical upgrades to their 
system.
4.  Utilizing ENE's financing structures and accounting with other parties.  
Before these are presented to the client these will be clearly presented to 
the client as such so that there is clear understanding of what these are.

Provided my lack of a deeper understanding of how these agreements should 
work this is my swag.  If there are related issues or points that you feel 
are missing please add them in.

Thanks,

Miguel
3.3910