Re: Engage Canada- Credit W/S

Hey Russell,

We talked about this point earlier (see an e-mail to you dated September 22,
2000) and we agreed that the guarantees would not reference both Enron North
America and Enron Canada Corp. There were a number of reasons for this (ie.
complexity regarding future amendments, the differences/peculiarities between
Canadian and American law, possible "permanent establishment" issues we had
discussed, etc.). You may also want to look at the e-mail I sent to you on
September 26, 2000 (re: the East desk deals with ENA).

Is this not the case anymore? I think it is better to have separate
guarantees for all of the reasons mentioned in the September 22, 2000 e-mail,
the September 26, 2000 e-mail and this e-mail.

Please let me know.

Mark Powell

To: Mark Powell/CAL/ECT@ECT
cc:
Subject: Engage Canada- Credit W/S

Hey Mark,

Are you ready for some more fun, I have attached the Credit Worksheet for
Engage Canada. Please read the comments at the bottom of the worksheet
pertaining to the guaranty's.

Call with any questions.

Russell