H.Q. Energy Services (U.S.) Inc.

Type of Contract: ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date: September 1, 2000

Enron Entity: Enron North America Corp.

Counterparty: H.Q. Energy Services (U.S.) Inc.

Transactions Covered: Approved for all products with the exception of:
Foreign Exchange

Confirming Entity: Enron North America Corp.

Governing Law: New York

Special Provisions: The Confirmation section prescribes using the form of
confirmation contained in the 2000 ISDA Definitions or the 1993 ISDA
Commodity Definitions. The timing for dispute of confirmations has been
amended from the standard 2 days to 3 days.

Confirmation Desk: note p.28 of the Schedule to the Master Agreement
prescribes the rounding conventions.