Jeff:
This is what Rick Antonoff has in terms of documentation.  He is drafting a 
form of generic Master Netting Agreement for us.  Is there anything else on 
the physical side that he should see?  Do you have separate collateral 
provisions that he would need to see?  Rick's number is 212-504-6759.  They 
are going to try to have a draft to us by late next week so if there is 
anything else that he needs to see, could you please send it to him as soon 
as you can?  Thanks.

Carol 
---------------------- Forwarded by Carol St Clair/HOU/ECT on 03/02/2000 
04:46 PM ---------------------------


"Rick Antonoff" <rantonof@cwt.com> on 03/02/2000 04:27:23 PM
To: Carol St Clair/HOU/ECT@ECT
cc: "David Mitchell" <DMITCHEL@cwt.com> 
Subject: Documents





These are the documents I have collected from you and Lisa during the past
several weeks:

Financial: (1)  ISDA Schedule to the Master Agreement (Multicurrency-Cross
Border) draft of 11/08/99;  (2) U.S. Industrial Master Draft of 01/13/00; and
(3) Annex A General Terms and Conditions of Confirmation.  Although I don't
think either you or Lisa sent the form ISDA Master Agreement
(Multicurrency-Cross Border), I certainly have that as well.

Physical:  (1) Enfolio Master Firm Purchase/Sale Agreement (designated on its
cover page as a "Sample Contract") and (2) Base Contract for Short-Term Sale 
and
Purchase of Natural Gas (Form GISB-BC-3/26/96).

Finally, I have the Enron Canada Master Netting and Collateral Agreement, 
draft
of December 15, 1999.

Please let me know if there is anything else we should have.



|------------------------------------------------------------------|
|NOTE:  The information in this email is confidential and may be   |
|legally privileged.  If you are not the intended recipient, you   |
|must not read, use or disseminate the information.  Although this |
|email and any attachments are believed to be free of any virus or |
|other defect that might affect any computer system into which it  |
|is received and opened, it is the responsibility of the recipient |
|to ensure that it is virus free and no responsibility is accepted |
|by Cadwalader, Wickersham & Taft for any loss or damage arising in|
|any way from its use.                                             |
|------------------------------------------------------------------|