PanCanadian--Net Settlement Agreement

Dan,

Attached below is another Netting Agreement that this counteparty would like
to have executed. This is mainly an active Canadian counterparty (where we
have all contracts executed with ECC) but they also do business with ENA.
The exposures are getting significant enough where they are needing netting
arrangements.

Please take a look at this draft that they have forwarded below. If you find
it unacceptable, let me know and I will communicate it to the counterparty
and forward ours. They initiated this and preferred we view their "simple"
document.

Thanks,

Veronica

---------------------- Forwarded by Veronica Espinoza/Corp/Enron on
08/17/2000 05:18 PM ---------------------------

"Jill Yow" <Jill_Yow@pancanadian.ca< on 08/17/2000 05:17:54 PM
Please respond to Jill_Yow@pancanadian.ca
To: veronica.espinoza@enron.com
cc:

Subject: Net Settlement Agreement

Veronica,

As discussed, please find attached a copy of our Net Settlement
Agreement for your review.

Should you have any questions, please don't hesitate to call me at (403)
268-7999.

Thank you,
Jill Yow

- Enron North America Corp..doc