Prepaid swap

And I forgot to mention that "Marcus" is Marcus von Bock und Polach, an
attorney in London.

Thanks,

Brenda Funk
(713) 853-6950
(713) 853-9252 (fax)
----- Forwarded by Brenda L Funk/HOU/ECT on 11/10/2000 04:12 PM -----

Treasa Kirby
11/10/2000 10:04 AM

To: Brenda L Funk/HOU/ECT@ECT
cc:
Subject: Prepaid swap

Brenda,
Please find attached a copy of the ISDA.
ENA will execute the prepay and as discussed our deadline has been brought
forward to next Friday.
I will send you a copy of the term sheet as soon as I have received it.
The contact on the trading side in Houston is John Wilson.
Toronto Dominion Texas are funding the Prepay with Morgan Stanley Capital
Group Inc and Enron Corp guarantees will be required for the WTI swaps.

Regards

Treasa
---------------------- Forwarded by Treasa Kirby/LON/ECT on 10/11/2000 16:01
---------------------------

Enron Capital & Trade Resources Corp.

From: carrd2@tdcibg.com 09/11/2000 19:06

To: tkirby@enron.com
cc: Cori_Novellino@TDBANK-US.tdsecurities.com,
Graeme_Francis@TDBANK-UK.tdsecurities.com

Subject: Prepaid swap

At the request of Graeme Francis in our London office, attached please find a
copy of the ISDA Master Agreement b/w Enron Capital & Trade Resources Corp. (I
believe this is now Enron North America??) and Toronto Dominion (Texas), Inc.

Regards,
Dan Carr
(416) 983-9473

(See attached file: Enron.doc)

- Enron.doc