Lisa, I would appreciate your asking the appropriate attorney to focus on this. Thank you. Jim

 -----Original Message-----
From: 	Mason, Heidi  
Sent:	Wednesday, November 28, 2001 12:52 PM
To:	Mcclellan, George
Cc:	Minns, David; Staley, Stuart; Derrick Jr., James; McGrory, Robert
Subject:	Directorship Of ECAP

George

Further to our conversation of 5am today Sydney time, I am today formally resigning as a Director of Enron Coal Asia Pacific Pty Ltd (ECAP). As I have been discussing with Stu for the past few weeks, in the current environment it has been increasingly difficult for me to carry out my duties as a Director without an ongoing commercial knowledge of the operation. Further to this, with the accounting now being done from London, I have no day to day contact with ECAP's financial position and this further complicates my position. 

In light of this concern I advised Stu a few weeks ago that it would be preferable to have one of the resident commercial staff take over this role and I believe this would now be the appropriate action for ECAP to take. My resignation will leave ECAP with no resident Director as is required under Aust Corporations law. (As promised I will have our trading lawyer, Robert McGrory, send you an email today outlining the implications of this breech). While this will cause a deterioration in the position of ECAP, I feel I have no option but to take this action given the current position of Enron and our alternate views on the implications of these for ECAP. I have previously indicated to Stu that this is a matter that would need to be addressed and the lack of resolution is not sufficient reason for me to retain the role. 

The action of Dynergy in terminating the proposed merger today would indicate that a review of the ability of ECAP to meet all current debts should be undertaken and had I remained as a Director I would have been recommending that a Board meeting be called to address this matter and potentially appoint an administrator if required. This action has been conducted for every other company in Sydney, hence similar consideration by ECAP Directors must be an immediate priority. Unless the Directors can satisfied yourselves that all debts will be met as and when they fall due an Administrator must be appointed to avoid personal liability and potential criminal liability. An new debts subsequently incurred included ongoing rent, travel and operating costs will be come personal liabilities of the Directors.

Regards

Heidi