Dan:  I have sent your modifications to Dave Anderson (Law) for review.

I will need to prepare two separate Enron agreements for final execution,
once we agree on terms. 1) Enron North America and 2) Enron Canada Corp.
Also, I would like to show the effective date October 1, 1999 on both
agreements, if you concur.

thanks,
Charlotte
> ----------
> From:  Dan J Hyvl[SMTP:dhyvl@ect.enron.com]
> Sent:  Tuesday, December 21, 1999 7:45 AM
> To:  Baxter, Charlotte
> Subject:  Re: PG&E-ENRON AGREEMENT
>
> <<File: PG&Emaster-red.doc>><<File: PG&Emaster.doc>>
>
>
> Charlotte,
>      I am attaching a redline and clean copy of the changes that I have
> made to
> the contract draft you forwarded to me in November.  Note that I deleted
> the
> language "Unless expressly herein provided," and "Except as provided under
> the
> indemnity provisions of Article 9.1 and 9.2 Article 11.1" from the
> sentence in
> the middle of Article 11.5.  The reason being that "actual damages" is the
> remedy under those provisions.  I also changed the language slightly in
> the
> addition to the end of Article 11.2 to clarify that the 60 days was a cap
> on the
> period of Force Majeure except for your requested exception dealing with
> Seller's Transporter.
>      Please let me known if we can utilize the modified version and
> proceed to
> execution copies before the end of the year.
>
> (See attached file: PG&Emaster-red.doc)(See attached file: PG&Emaster.doc)
>