Please prepare the following response, and copy Dalton McGrath of Blake, Cassels & Graydon, for Mark Taylor's signature:

"We are writing in reply to your letter of November 16, 2001.  There simply has been no change in the manner or methodology by which the Floating Price for the referenced Transaction has been, and continues to be determined.  Your correspondence and the previous from you client either represents a thinly veiled attempt to renegotiate a transaction without any basis in fact, law or good faith for so doing.  We expect the referenced Transaction to be performed in accordance with its terms, and intend to enforce and pursue all of our remedies in the event of any non-performance by you client.

Please forward all of your future correspondence on this matter to the attention of Mr. Dalton McGrath, Blake, Cassels & Graydon, 3500, 855-2nd Street SW, Calgary, Alberta, T2P 4J8, Fax: 403.260.9654."

____________________________________
Peter C.M. Keohane
Vice President, Assistant General Counsel
and Secretary
Enron Canada Corp.
Phone:	(403) 974-6923
Fax:	(403) 974-6707
E-mail:	peter.keohane@enron.com