I have reviewed your response and disagree with the characterization of our 
modification the documents. I would like to clarify our reasons for the 
modifications to avoid any further miscommunications.

MEGS' alteration of the documents do not impair the protections afforded to 
Marathon under the Production Handling Agreement.  Our modifications were 
simply intended to allocate certain risks between MEGS and Mariner with 
respect to Marathon (as operator of the South Pass 89 B Platform) as such 
risks were intended to be allocated by MEGS and Mariner.  Mariner's transfer 
of interest in the flowline to MEGS introduces a new party which Marathon can 
look to for certain obligations with respect to the platform.  The 
alterations do not remove Mariner from its current role as operator and 
maintainer of the flowline and owner of the hydrocarbons.  For these reasons, 
I would disagree with your response that the draft alterations do not provide 
the intended protections that Marathon would expect absent such a transfer to 
MEGS.  Mariner still shoulders these risks and expenses under the Production 
Handling Agreement.

Having MEGS fully ratify the Production Handling Agreement  and becoming 
jointly and severally liable to Marathon is not appropriate.   MEGS does not 
hold title to any hydrocarbon production or operate the facilities and should 
not be liable for all risks and expenses associated therewith.  Mariner 
should continue to shoulder those risks and as before.

I would be happy to discuss your issues with our Platform Lease revisions at 
your convenience or to discuss the above further.  





	"Bradley G Penn" <bgpenn@marathonoil.com>
	05/26/2000 10:00 AM
		 
		 To: Gerald.Nemec@enron.com
		 cc: ERGetz@GROUPWISE.MarathonOil.com, JCAlbert@GROUPWISE.MarathonOil.com
		 Subject: Platform Lease -Reply


Attached are our response and ratification agreement.
BGP

>>> "Gerald Nemec" <Gerald.Nemec@enron.com> 05/25/00 04:49pm >>>


Brad,  Can you give me a status on where you are at with the review of the 
Lease
Docs for the MEGS Facilities? I forward those documents about a month back.

Gerald Nemec
Enron North America Corp. - Legal
 - MEGS.DOC
 - MEGSRAT.DOC