Sure!



	Mark Greenberg@ENRON
	01/22/2001 04:38 PM
		 
		 To: Tana Jones/HOU/ECT@ECT
		 cc: 
		 Subject: ENRONONLINE ELECTRONIC TRADING AGREEMENT

Tana -

Could you please draft up an amendment letter for Dow in relation to the 
below points.

Thanks.

Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com
----- Forwarded by Mark Greenberg/NA/Enron on 01/22/2001 04:37 PM -----

	"Harding, Matt (MS)" <MSHARDING@dow.com>
	12/19/2000 03:47 PM
		 
		 To: "'Mark.Greenberg@Enron.com'" <Mark.Greenberg@Enron.com>
		 cc: 
		 Subject: ENRONONLINE ELECTRONIC TRADING AGREEMENT

Mark, thanks for taking a moment to review with me the changes that Dow
Hydrocarbons and Resources Inc ("DHRI") desires to make to the above
referenced agreement.  You have asked me to confirm these changes in writing
and then after you reviewed these changes with your client, you would send
me a confirming letter which we would countersign.

1.   Section 5:  At the end of Section 5(b) add, "(iv) is independently
developed by the receiving party; or (v) was in the receiving parties
possession prior to receipt from the other party.  In Section 5(c), in the
first line, after "in clause 5(b)" add "(ii) or (iii).

2.   Section 6: change the third line as follows:  ". . . until
terminated by either party upon written notice to the other party, to take
effect immediately . . .."

Please let me know if you have any questions regarding these changes.

> ____________________________________________
>    Matthew S. Harding
>    The Dow Chemical Company
>    Legal Department
>    Phone: (713) 978-3465  Fax: (713) 978-2719
>    E-mail:  msharding@dow.com
>