Marie:

Our Corporate Lawyers just agreed to your suggested addition to the
Recitals Section.  In order to be able to execute the Guaranty we need
the final blessing of Hacienda, which should be no problem and is
already in process.  Carlos Riveroll contacting you to reach an
agreement regarding the Amendment to the MSA to incorporate the
Guaranty. In the mean time we will prepare the execution copyes be
ready to sign it.

Best regards,

Martha Navarro

-----Original Message-----
From: Marie.Heard [mailto:Marie.Heard@enron.com]
Sent: Viernes, 21 de Septiembre de 2001 04:55 p.m.
To: IMCEANOTES-mnavarro+40gas+2Epemex+2Ecom+
Cc: Craig.Breslau; Lucy.Ortiz
Subject: RE: Pemex Guaranty - Enron


Ms. Navarro:

Thank you for sending your comments to the guaranty.  Please note our
comments below.

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com


    -----Original Message-----
   From:   mnavarro@gas.pemex.com@ENRON

[mailto:IMCEANOTES-mnavarro+40gas+2Epemex+2Ecom+40ENRON@ENRON.com]


   Sent:   Friday, September 21, 2001 10:50 AM
   To:     Breslau, Craig; Ortiz, Lucy; Heard, Marie
   Cc:     crax1504@pmicim.com; gpfx2303@pmicim.com;
mmax1805@pmicim.com;
             rhinojosa@dcf.pemex.com; xantonio@dca.pemex.com
   Subject:  Pemex Guaranty - Enron


   Lucy:

   Following please find our Corporate Lawyers comments to the changes
you
   requested to the Guaranty we are working on:

   1.      Recitals.  We do not see why it would be necessary to add
that
   "The Guarantor will directly or indirectly benefit from the
   Transactions between the Beneficiary and PMI".  Please explain.
[Heard,
   Marie]    Because (i) it is a correct statement and (ii) it clarifies
   the element of consideration which is essential for purposes of
   enforceability.

   2.      Section 1.  Considering that Pemex normally needs 5 business
   days to request funds in foreing currencies to the Central Bank, we
   need to change the payment date to be 5 Business Days after receipt
of
   the Payment Demand instead of 3 days. [Heard, Marie]    We are okay
with
   this change.

   3.      Section 6. Jurisdiction.  We think that New York
Jurisdiction is
   a good option and probably the most experienced in terms of
derivatives
   trading, and therefore we prefer to keep the "exclusive" jurisdiction
   of any federal court sitting in the Borough of Manhattan. [Heard,
Marie]
      We are okay with the "exclusive" jurisdiction.

   The rest of your comments are acceptable to us.  Carlos Riveroll will
   be sending you PMI?s comments to the amendment to the MSA, so we can
   finalize this as soon as posible.

   Best regards,

   Martha Navarro

    - WINMAIL.DAT << File: WINMAIL.DAT >>



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