Sheila:  here's the email; I'll call Sharon now.  

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 02/13/2001 08:55 AM -----

	Sara Shackleton
	02/12/2001 05:53 PM
		 
		 To: schernick@bear.com
		 cc: 
		 Subject: Enron Corp ("ENE") guaranty of Enron North America Corp.

Sharon:

With respect to the ENE form of guaranty, we will agree to delete Paragraph 4 
(setoff and counterclaims) in its entirety.  This is a major concession by 
ENE.  Can you now agree to the remainder of the ENE guaranty format?  Please 
let me know.  Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com