Kay - John Nassos prepared the following form of promissory note for loans to 
enovate.  Can this substitute for Bracewell's promisorry note?  Let me know 
what you think.

Thanks,

Gregg
---------------------- Forwarded by Gregg Penman/Corp/Enron on 10/16/2000 
11:45 AM ---------------------------


j.burns@pecorp.com on 10/16/2000 10:18:38 AM
To: Paul.Burgener@enron.com, Gregg.Penman@enron.com
cc:  
Subject: FW: Form of Note for enovate, L.L.C.


FYI and comments.  The attached would be issued for funding short-term needs
of enovate.  Thanks

JAB

> ----------
> From:  Nassos, John G.
> Sent:  Monday, October 16, 2000 10:15 AM
> To:  Burns, Jim
> Subject:  Form of Note for enovate, L.L.C.
>
> Attached pursuant to your request is a form of promissory note for member
> loans to enovate, L.L.C.  Of course, Enron needs to review it and approve
> of the form as well.  As we discussed, the note is set up as a demand note
> that does not bear interest.
>
> Please call if you have any questions (ext. 4413).
>
>  <<Promissory Notes - shell.doc>>
>


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 - Promissory Notes - shell.doc