Dear Sara:

I've drafted two simple forms of waiver for each of Enron North America
Corp. and Enron Power Marketing, Inc.  If these are acceptable we can fax
them to you in the morning.  Thanks for your help with this.

Regards,
Barbara Morgen

(See attached file: EnronGas.doc)

(See attached file: EnronPower.doc)






"Shackleton, Sara" <Sara.Shackleton@enron.com> on 11/12/2001 04:10:03 PM

To:   Barbara Morgen/AIGTC/US@AIGTC
cc:   "Portz, David" <David.Portz@enron.com>, "Brackett, Debbie R."
      <Debbie.R.Brackett@enron.com>
Subject:  financial and physical transaction assignment


Barbara:

Contact details below.  Please propose a form of waiver.  I'll talk to
credit and ask that you identify trades, assignee, etc.  Please call if
you have further questions.  Thanks.  Sara

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490



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 - EnronGas.doc 
 - EnronPower.doc