Luke:
Here are my comments to the form of Guranty:

1. I thought that this Guaranty would only cover the Engage US Agreement.

2. What cap number do you plan to insert in Section 1(c)?  I'm assuming $10M 
if the Guaranty only covers Engage US.

3. In Section 6, there should be no restriction on our ability to assign our 
rights under the Guaranty in connection with any assignment of the swap that 
is done in accordance with the Master Agreement.  The restriction should only 
be on the Guarantor's right to assign.

4. Please add a section that prohibits amendments without our consent.

5. For notice purposes to ENA please add the following:



Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com



	Luke.Mickum@EngageEnergy.com
	07/10/2000 10:47 AM
		 
		 To: carol.st.clair@enron.com
		 cc: Michael.Hugetz@EngageEnergy.Com, Jeff.Buzonas@EngageEnergy.com
		 Subject: Amendments to ISDA Master Enron/Engage Energy US, L.P.




Attached is the standard Coastal guaranty form we use for ISDAs.? I 
understand this ISDA is just for these financial instruments and not for the 
physical side of the business.? Please give me your comments, if any.

We will split the guaranty with a Coastal guaranty for Engage US and 
Westcoast for Engage Canada.?? Since the new threshold is $10 million, the 
Coastal guaranty cap is $10 million.? 

??????? ??????? ??????? ??????? ??????? ??????? ??????? ??????? Regards, 

??????? ??????? ??????? ??????? ??????? ??????? ??????? ??????? Luke 
<<Guaranty form ISDA-Engage.doc>> 

 - Guaranty form ISDA-Engage.doc