Baltic Exchange changes ,
 Please review the proposed changes(shown in blue) to the Tanker Freight pro=
ducts as a result of the Baltic Exchange index changes.  If we receive your=
 approval of the change, we will make the change to the short and long desc=
ription this weekend.

Tkr Freight Swap BITR BDTI 9                  Dec01           WS/mt

A financial swap Transaction with Enron North America Corp. under which the=
 Seller pays a Floating Price and the Buyer pays a Fixed Price in each case=
 in respect of the Notional Quantity per Determination Period.  Each calend=
ar month during the term of the Transaction will be a Determination Period,=
 provided that, if the term of the Transaction is less than one calendar mo=
nth, the Determination Period shall be the term of the Transaction. The Fix=
ed Price shall be equal to the Flat Rate (as defined below) multiplied by t=
he percentage submitted by Counterparty via EnronOnline.  The Notional Quan=
tity per Determination Period shall be the volume submitted by Counterparty=
 via EnronOnline. The Floating Price shall be the Index.  The Payment Date =
shall be the fifth Business Day following the date on which the Floating Pr=
ice is determinable.
The term of the Transaction shall be from the Effective Date (or start date=
) to the Termination Date (or end date). The Effective Date (or start date)=
 is 01 Dec 2001. The Termination Date (or end date) is 31 Dec 2001.
The Index shall be the arithmetic average of the prices in the Determinatio=
n Period. Such prices shall be calculated by multiplying the Flat Rate (as =
defined below) for the route known as ["70,000 tonnes loading Puerto La Cru=
z to Corpus Christi"] by the World Scale (or "WS") under the heading 'The B=
altic International Tanker Route (BITR) Baltic Dirty Tanker Index (BDTI); R=
oute [9]' whenever published by The Baltic Exchange Limited within the Dete=
rmination Period. The Flat Rate is the rate in US dollars per metric tonne =
as published by Worldscale Association (London) Limited and Worldscale Asso=
ciation (NYC) Inc.  in effect on the last day of the Determination Period f=
or the above mentioned route.  If for any reason the Baltic Exchange Limite=
d does not provide any prices during the Determination Period, then the For=
ward Freight Agreement Brokers Association ("FFABA") may be instructed by e=
ither Enron or Counterparty to form a panel to establish such price, which =
will be binding on both Counterparty and Enron.
The price quoted on EnronOnline is World Scale (or "WS"), expressed as a pe=
rcentage of the Flat Rate. The Contractual Currency will be US dollars.
The unit of measure against which the price is quoted shall be metric tonne=
s and the quantity shown shall be the number of LOTs per Determination Peri=
od (each LOT being 5000 metric tonnes).


Kevin Meredith

EnronOnline
(713) 853-9555
homer.lin@enron.com, joe.king@enron.com, legal <.taylor@enron.com>