Marcelo:

Attached are my comments to your initial draft of Appendix C to the Canadian 
form of repo agreement.  Please note the following:

(1)  You attached "Annex II" to the end of Appendix C.  That annex came from 
the US repo with Merrill.  The information should actually be incorporated 
into "Appendix A" of your repo agreement.

(2)  I am waiting to hear internally regarding substitution and a default 
issue.

(3)  Please let me know if we have any issues on the Appendix C (and add a 
reference to Appendix C at the end of your printed form).  

We should be ready to execute shortly.

Thanks.




Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com