We have received the following executed documents from counterparty:

1.  First Amendment to ISDA Master Agreement dated as of 04/27/99 between ECT 
and Engage Energy US, L.P. (i) making certain changes to setoff provisions 
and (ii) changing Counterparty's exposure threshold; and

2.  ISDA Master Agreement (Multicurrency-Cross Border) between ECT Canada and 
Engage Energy Canada, L.P. executed 05/03/99, effective as of 01/31/97.

Copies will be distributed.