Deal No. Q44767.1
Does this letter look okay.  Our legal department in Calgary does not do 
financial termination letters.  I got a copy of this from Joe Hunter.
Thanks,
Cindy



	Enron Canada Corp.
	3500 Canterra Tower
	400 Third Avenue S.W.
	Calgary; Alberta, Canada
	T2P 4H2
	Phone (403) 974-6700  
	Fax (403) 974-6706	

TERMINATION AGREEMENT
NK7821.1
 This TERMINATION AGREEMENT, dated as of October 17, 2000 (the "Agreement") 
is entered into between Enron Canada Corp. (&ECC8) and Due West Resources 
Inc. ("Counterparty") 

W I T N E S S E T H
WHEREAS, ECC and Counterparty entered into a[n] Agreement (together with the 
General Terms and Conditions of Confirmation as set forth in Annex A and any 
other attachments hereto, collectively the &Confirmation8) dated as of 
October 17, 2000

 WHEREAS, ECC and Counterparty have entered into Contract No.NK7821.1 dated 
May 31,, 2000 (the &Transaction8); and

 WHEREAS, ECC and Counterparty desire to terminate the Transaction.  

 NOW, THEREFORE, in consideration of the premises and of the mutual 
agreements herein contained, the parties hereto agree as follows:

1.   Termination and Release. As of and from October 17, 2000 (the 
&Termination Date8), the Transaction shall be terminated, and once the 
Termination Fee is paid, both ENA and Counterparty shall be fully released 
from all rights, duties and obligations under the Transaction.

2. Termination Consideration. In consideration for such Termination and 
Release, ECC and Counterparty agree to enter into Transaction number 
Q44767.18.1 as attached hereto.





3.   Representation. Each party hereby represents and warrants to the others 
that the execution, delivery and performance hereof by it are within its 
corporate powers, and have been duly authorized by all necessary corporate or 
other action and that this Agreement constitutes its legal, valid and binding 
obligation.

4. Governing Law.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of Texas.

5. Counterparts.  This Agreement may be executed in any number of 
counterparts, each of which shall be deemed an original


 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of 
the date first above written.

ENRON NORTH AMERICA CORP.

By:_________________________________
Name:_______________________________
Title:________________________________


[COUNTERPARTY]

By:_________________________________
Name:_______________________________
Title:________________________________