Hi Dan,

I am of the view that separate guarantees should be put in place.  As a 
result, we will forward to Engage later today a revised master agreement 
which addresses guarantees which relate solely to Enron Canada Corp.   If you 
have any concerns, please let me know.  Otherwise, I will assume that you are 
co-ordinating getting the appropriate guarantees relating to Enron North 
America Corp.

I can be reached at (403) 974-6708.

Thanks,

Mark

---------------------- Forwarded by Mark Powell/CAL/ECT on 12/04/2000 10:01 
AM ---------------------------
From: Russell Diamond on 12/04/2000 10:43 AM CST
To: Mark Powell/CAL/ECT@ECT
cc: Dan J Hyvl/HOU/ECT@ECT 
Subject: Re: Engage Canada- Credit W/S  

Mark,

I had remembered our previous conversation regarding having ENA and ECC on 
the seperate guaranty's.  If we need to have two seperate guaranty's please 
coordinate with Dan Hyvl to have separate guaranty's issued.  I have attached 
another amended credit worksheet which detail the guaranty amounts required.  
Please note that as a result of current market conditions, we need to have 
the draft contract and guaranty's sent to the counterparty as soon as 
possible.  Also my credit contact at Engage is a lady named Sandra 
(403-297-1476) and I have reviewed with her our needs, if Suzzi Sethi does 
not understand our urgency on this, please communicate this to Sandra.  I 
will be out the rest of the week and will not be able to be contacted.

Thanks
Russell.






   
	
	
	From:  Mark Powell                           11/28/2000 07:44 PM
	

To: Russell Diamond/HOU/ECT@ECT
cc: Dan J Hyvl/HOU/ECT@ECT 
Subject: Re: Engage Canada- Credit W/S  

Hey Russell,

We talked about this point earlier (see an e-mail to you dated September 22, 
2000) and we agreed that the guarantees would not reference both Enron North 
America and Enron Canada Corp.  There were a number of reasons for this (ie. 
complexity regarding future amendments, the differences/peculiarities between 
Canadian and American law, possible "permanent establishment" issues we had 
discussed, etc.).  You may also want to look at the e-mail I sent to you on 
September 26, 2000 (re: the East desk deals with ENA).

Is this not the case anymore?  I think it is better to have separate 
guarantees for all of the reasons mentioned in the September 22, 2000 e-mail, 
the September 26, 2000 e-mail and this e-mail.

Please let me know.

Mark Powell




To: Mark Powell/CAL/ECT@ECT
cc:  
Subject: Engage Canada- Credit W/S

Hey Mark,

Are you ready for some more fun, I have attached the Credit Worksheet for 
Engage Canada.  Please read the comments at the bottom of the worksheet 
pertaining to the guaranty's.

Call with any questions.

Russell