These are the good ones.

 -----Original Message-----
From: 	trish.lindloff@weil.com@ENRON  
Sent:	Wednesday, November 07, 2001 6:37 PM
To:	kbristor@skadden.com
Cc:	Taylor, Mark E (Legal); stuart.ogg@weil.com
Subject:	Written consents for Note contribution

Per your request please find the corporate resolutions of each of Enron
North America Corp. and ERMT LLC authorizing the contribution of the
promissory note made by ERMT Canada and issuance of Class A Units.

Please feel free to contact me at (713) 546-5018.

Regards,
Trish Lindloff



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(Unanimous Written Consent of ENA [contribution of Note]) (See attached
file: 601801!.DOC)
(Resolutions of ERMT LLC [contribution of Note]) (See attached file:
601b01!.DOC)
 - 601801!.DOC 
 - 601b01!.DOC