To all:

We have reviewed the guaranty and have a few items we would like to
discuss.  Please let me know who we can call to set-up a time today.

Thanks,

Henry



            INTERNET MAIL
                                          To:    <hschiff@carrfut.com>
                                          cc:    "Shackleton, Sara"
                                                 <Sara.Shackleton@ENRON.com>, "Rohauer,
                                                 Tanya" <Tanya.Rohauer@ENRON.com>, "Glover,
                                                 Sheila" <Sheila.Glover@ENRON.com>
                                          From:  "Panus, Stephanie"
                                                 <Stephanie.Panus@ENRON.com>
                                          Date:  11/21/01 09:10 AM
                                          Subject:    Enron Corp. Guaranty





Mr. Schiff,
Attached for your review is the proposed form of Enron Corp. Guaranty,
which will guarantee the obligations of Enron North America Corp. and
Enron Capital & Trade Resources International Corp. under their
respective agreements with Carr Futures Inc.

 <<carr futures.doc>>
Stephanie Panus
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803C
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490
email:  stephanie.panus@enron.com



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(See attached file: carr futures.doc)


 - carr futures.doc