Re: GRE Transaction Agreement ,
 DAN - I've made a few modifications to the above referenced agreement to 
reflect volume changes and pricing changes associated with the GRE deal.  The 
deal structure has been modified to reflect an increase in the DCQ, a  $0.05 
demand charge per DCQ and the ability for GRE to decrease its DCQ monthly.   
Could you please review the changes I made, as well as clarify that the 
respective pricing reflects gas purchased "day-ahead", not intraday.  
Intraday gas sells will be negotiated/ quoted on an "as needed" basis.  

What does not appear to be addressed in any of the contracts to be executed 
by ENA and GRE is the agency relationship that will exist whereby ENA will 
handle nominations, scheduling, invoicing , etc... The intent of our overall 
arrangement with GRE is to provide an agency relationship pursuant to the 
June 1, 2000 TRANSACTION TERM SHEET.  Is this agency arrangement going to be 
documented separately?  If so, please prepare a draft.  Otherwise, please 
incorporate into the below agreement language consistent with the June 1st 
Transaction Term Sheet under the section entitled "OPERATIONS".  



OSCAR - I've modified the agreement to reflect IF-FOM at Ventura for the DCQ 
and GDA-Common High for all volumes in excess of the DCQ.  Also, as you note 
above, I'm instructing Dan to clarify that this is day ahead gas.  Carl, in 
his June 23rd term sheet broke out the pricing mechanism to include a "day 
of" price.  I don't think we should show a price for intraday gas in the 
Winter.  It will be overly expensive and probably will never be utilized.  
Also, Carl raises the issue of utilizing third parties when ENA cannot 
service their account (blancing services, etc...)  Conceptually, I am 
indifferent, but if they don't use us than we don't nominate or schedule.

chris
x31666







Oscar Dalton
06/30/2000 02:45 PM
To: Dan Hyvl
cc: Chris Meyer/HOU/ECT@ECT, Jason R Wiesepape/HOU/ECT@ECT 
Subject: 

Dan,

Great River Energy signed the reimbursement agreement and the transport 
agreements.

We are trying to finalize the gas deal and I wanted to let you know that 
Chris Meyer will be getting with you next week to review the transport 
arrangemet so we can incorporate into the transaction agreement that is part 
of the master.

by copy of this e-mail, I am also requesting Jason to send a copy of a master 
agreement to Carl Sulzer for his review.

thanks

Oscar
dan.hyvl@enron.com