Carol:

The total estimated cost would be in the region of $1,250 - $1,500, including 
disbursements.

Please feel free to let me see a copy of the charging document.

Kind regards
Chris Garrod

>>> <Carol.St.Clair@enron.com> 04/18/01 12:18PM >>>

Chris:
Thanks for your prompt response.  I think that we do need to register the
charge document which in this case would be the confirmation that will be
executed. Can you provide me with an estimate of the total cost?

Does everyone at Enron agree?

Caroline,
I will redraft the Bermuda confirm to change from LC's to cash and send to
you.  Please make sure that the counterparty is aware that we plan to
register/file the confirm in Bermuda.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com



                    "Chris
                    Garrod"              To:     <Carol.St.Clair@enron.com>
                    <CGGarrod@cdp        cc:     <Brent.Hendry@enron.com>, 
<Caroline.Abramo@enron.com>,
                    .bm>                 <Paul.Radous@enron.com>, 
<Sara.Shackleton@enron.com>
                                         Subject:     Re: Cash Collateral
                    04/18/2001
                    09:50 AM






Dear Carol

Under Bermuda law, there is no real concept of "perfecting" security since
it is not necessary to ensure the enforceability in Bermuda that a charge
be registered in Bermuda.  However, although it is not necessary for a
security interest to be registered in order for it to be valid, the charge
document itself can be registered in Bermuda in the Register of Charges in
accordance with Section 55 of the Companies Act 1981 in order to ensure the
priority in Bermuda of the charge.  On registration, any charge evidenced
in the charging document will have priority over any unregistered competing
charge or any subsequently registered competing charge in respect of the
assets which are the subject of the charge (i.e. the cash).

If the agreement will be governed by either Texas or New York law, it will
be a matter of the laws of either Texas or New York as to the actual nature
of the security interest which is created by the charge.

If you would like us to effect the registration of the charge, we would
need an original (or a certified true copy) of the executed document which
creates the security interest.  There is no time limit on such
registration.  However, please note that, in addition to our professional
fees, there is a filing fee of $446 which is payable in respect of the
registration.

I trust that the above is of some assistance.  If you have any questions
please do not hesitate to contact me.

Kind regards.

Chris Garrod


Christopher Garrod
Conyers Dill & Pearman
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Direct dial  441 299 4923
Fax:  441 292 4720
email  cggarrod@cdp.bm

>>> <Carol.St.Clair@enron.com> 04/17/01 06:54PM >>>
Christopher:
We have done a trade with a Bermuda hedge fund and have negotiated
collateral provisions that may require them to post csah to us.  The
agreement will be governed by either Texas or New York law.  We need your
advice on how to perfect our interest in any cash posted to us that we
would hold in an account in the United States.  Could you please call
either me or Sara Shackelton (713)853-5620 if possible tomorrow or you can
send me an e-mail if that is easier.  I'm hoping that our possession of the
cash is enough.  Sorry for the short fuse on this.  If you need any
additional information, please contact me or Sara.  I will be unavailable
from 9-11 and 2-3 tomorrow Houston time.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com