Please forward this message to Anthony as I am unsure that I have the correct
e-mail address.

Anthony, as per my voice-mail I have attached a final structure that works
for all parties, and should be relatively simple to execute.

I would very much like to discuss structure & docs tomorrow morning. My tel.
no. is 713 345 3284

We will transact the pre-pay with a bank as principal, and have the commodity
risk hedged by us via another bank ( see diagram)



Swap 1: Enron Canada enters into a financial gas swap pre-pay with Royal Bank
of Canada/Toronto Dominion
Royal Bank of Canada & TD pre-pay C$147.4mm each
Enron Canada pays monthly interest (fixed GJ) referenced to AECO calculated
off NYMEX March 02 index

Swap 2: Royal Bank of Canada/TD enters into a financial gas swap with Chase
Manhattan Bank (identical volumes & prices as Swap 1)
Chase Manhattan Bank pays fixed volumes of gas @ fixed price
Royal Bank of Canada/TD pay monthly interest (fixed GJ) referenced to AECO
calculated off NYMEX March 02 index

Swap 3: Chase Manhattan Bank enters into a financial gas swap with Enron
North America (identical volumes & prices as Swap 1)
Enron North America pays fixed volumes of gas @ fixed price
Chase Manhattan Bank pays monthly interest (fixed GJ) referenced to AECO
calculated off NYMEX March 02 index

Internal: internal back to back of Swap 3 to Enron Canada

Swap 4: Enron Canada enters into interest rate swap with Royal Bank of
Canada/TD
Enron Canada pays floating rate monthly
Royal Bank of Canada/TD pay fixed interest rate monthly

Regards,

Soma