I am a derivatives lawyer with ENA in Houston and obtained your name through 
one of my traders who is transacting with Jay Carr in Houston (please see 
attached message below).  When I spoke with Jay earlier this month, I asked 
him for the name of a lawyer but was advised that all Vitol lawyers were in 
New York and that he would pass my message along to a lawyer.  I am assuming 
that you are the trading lawyer who can assist me with negotiating an ISDA 
Master Agreement between our respective companies.  If not, please let me 
know and feel free to pass this message on to the appropriate attorney.  On 
April 12, 1995, Enron Capital & Trade Resources Corp., predecessor in title 
to ENA, and Vitol S.A., Inc. entered into a Master Agreement which is one of 
ENA's early energy price swap agreements.  Since our companies are currently 
trading weather derivatives, I think you would agree that it would be prudent 
to supersede the existing agreement with an ISDA Master Agreement.  This 
relates to my conversation with Jay in that we confirmed our weather deals 
under the existing master but incorporated the 1991 and 1993 ISDA definitions 
into the confirms of our weather trades.  Please let me hear from you.  You 
can reach me via email, phone (713/853-5620) or fax (713/646-3490).  
----- Forwarded by Sara Shackleton/HOU/ECT on 05/30/2000 11:14 AM -----

	Sara Shackleton
	05/05/2000 11:47 AM
		 
		 To: jfc@vitol.com
		 cc: 
		 Subject: Master Agreement (financial) between Enron North America Corp. 
("Enron") and Vitol S.A.

Jay:  I am a lawyer with Enron.  I called for you on Friday, you're out, and 
no one else could help.  I would like to speak with a Vitol lawyer about (1) 
replacing our existing financial master with an ISDA (to accommodate a 
broader range of products) and (2) specifically incorporating the relevant 
ISDA definitions into the recent weather transaction confirmations even 
though the master is an early master energy price swap agreement.  Please 
call me at 713 853-5620 with the information so that we can move quickly.  
Thank you for your help.  Sara