Kay:

Later this afternoon, I plan to send you preliminary drafts of the following
documents:

1. Revised Letter Agreement;
2. Escrow Agreement;
3. Guaranty Agreement; and
4. Promissory Note by LLC payable to ENA.

In the meantime, I had a couple of questions. First, since the Blue Dog deal
is a wholesale assignment of a contract, will I still need to prepare items
7 and 8 on the closing checklist (letter from ENA to Prospective Buyer to
deliver the form of Facility Agreement and letter from Buyer to ENA to
advise regarding the Form of Facility Agreement).  Second, will you send me
the blank certificates that will serve as the Membership Certificates for
the LLC?  Carolyn mentioned that, in the past, these certificates have come
from an Enron Stock Book.

Thanks,

Marisa

 <<Reuter, Maria I. (Business E-Mail Address).vcf>>

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exclusively for the individual or entity to which it is addressed.  This
communication may contain information that is proprietary, privileged or
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Entire story:   http://www.billsdaily.com/news/#112601

Bills To Cut Arians: Coach Williams said in his Monday press conference that
the Bills will make a move at kicker by the end of today and announce who
will be picked up tomorrow. The missed extra point was the last straw for
Jake Arians who struggled mightily as a rookie kicker in the NFL.

[ [ [ [ [ [ [ [ [ [ [ [ [  OUR VIEW  ] ] ] ] ] ] ] ] ] ] ] ] ] ] ] ]

This wasn't hard to see coming after yesterday.   Poor Bills can't catch a
break.   Probably not a big deal for most of you, but didn't want any of you
Arians owners to get stuck on this short week if he was your guy.

Thanks to Footballguy Mike Webb for pointing me to this one.

Joe

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Group,

When doing an import or an export from California there are a few important
guidelines to remember.

IMPORT-This must be FIRM.  A firm import is required so that we provide the
spinning reserves to California (we do this by buying firm energy for the
import).  If the import is non-firm, California will charge us their price
for spinning reserve margins.  This could easily be $400 per mw come this
summer.

EXPORT-This must be NON-FIRM.  A non-firm export allows us to provide
spinning reserves to our bilat trading partners (or to simply sell the energy
without spinning reserves as "non-firm"), and NOT have to pay the California
price for spinning reserve margins.  Conversely if we do a firm export, we
would have to pay for California to supply spinning reserves.  And because
California will sometime use actual purchased energy for spinning reserves,
this could easily be $400 per mw this summer.
California has also proposed cutting firm exports this summer, so a "firm"
export does not imply that the energy would actually be exported anymore than
nonfirm.

IF you have other questions.  Please let me know.

Thanks,
Bill


We sold directly to Clinton for the term of our deals.  Clinton (Latrove)
should have pulled directly from Power Gas Marketing's pool.  The Power Gas
Marketing supply deal ends Oct 31st and the local production deal ends Nov
30th and then we will be out of the local production business.  We've tried
to tell everyone but I bet you still get phonecalls until we are out of it.
Sorry.

To: Chris Germany/HOU/ECT@ECT
cc: Christina Bangle/HOU/EES@EES
Subject: Re: Peoples

Did we end up doing this deal or did you sell directly to Clinton?  I'm
thinking that you sold directly to Clinton....  Let me know.  Thanks!  md
---------------------- Forwarded by Marde L Driscoll/HOU/EES on 08/16/2000
03:45 PM ---------------------------

Chris Germany@ECT
06/22/2000 07:40 AM
To: Marde L Driscoll/HOU/EES@EES
cc: Alain Diza/HOU/EES@EES, Heidi Griffith/DUB/EES@EES, Dick
Jenkins/HOU/ECT@ECT, Nelson Ferries/Corp/Enron@ENRON@ECT, Mary Theresa
Franklin/HOU/ECT@ECT, John M Singer/Corp/Enron@ENRON
Subject: Re: Peoples

Paul is out of the office today but I found the customer name in my notes -
it was right below all my notes on CanFibre.  The customer is Latrove Steel.
I'm going to call Peoples myself to learn how this works.  Does anyone object
to that?  I will wait until this afternoon before I call.

Heidi
Do you think the production gas can be moved to EES's pool by July 1st?  If
not, we can sell the gas to Latrove out of CES's pool for July.  However, we
will not see the fuel credit until August(???) to verify if this works or not.

Marde L Driscoll@EES
06/21/2000 08:29 PM
To: John M Singer/Corp/Enron@ENRON@ECT, Chris Germany/HOU/ECT@ECT
cc: Alain Diza/HOU/EES@EES, Heidi Griffith/DUB/EES@EES, Dick
Jenkins/HOU/ECT@ECT, Nelson Ferries/Corp/Enron@ENRON@ECT, Mary Theresa
Franklin/HOU/ECT@ECT
Subject: Re: Peoples

Questions that I have:
1)  I am assuming that the Clinton end-user will not go into EESs' pool.  It
needs to be verified with PNG that I can do a pool to pool nomination to the
end-user (only a few stand alone customers are grandfathered to receive these
types of noms.)  This is a critical issue for EES as we are already long gas
behind the gate and we don't need more production.  If the customer can't
take my gas from my pool then I will have to bring it in via CNG which will
only make my pool longer.

2)  If the production meters are moved to EESs' pool then I would suggest
just a flat index price between ENA and EES.

3)  Will EES be supplying the full 1000/d to the end-user or just the amount
of the local production transferred to EESs' pool?

4)  If the fuel credit works the way Chris explains it below then I would be
willing to sell all of the gas at index but I will need to confirm that with
PNG.

To: Chris Germany/HOU/ECT@ECT
cc: Marde L Driscoll/HOU/EES@EES@ECT, Alain Diza/HOU/EES@EES@ECT, Heidi
Griffith/DUB/EES@EES@ECT, Dick Jenkins/HOU/ECT@ECT, Nelson
Ferries/Corp/Enron@ENRON, Mary Theresa Franklin/HOU/ECT@ECT
Subject: Re: Peoples

1. ENA is responsible for purchases of 500 MCFD (515 DthD) Metered Prouction
from Phillips Production Company.  This volume is will be decreased  until
further notice because PNG has increased line pressures thus reducing the
production volumes to 50-60% of normal (Refer to attached schedule).  There
are 7 Phillips meters  in CES's pool beginning July 2000.  Heidi Boyd @ CES
will have to nominate the production into CES's pool and away from the pool
until the meters are moved.  EES should have 6 Phillips Production meters in
their pool beginning July 2000.

2.  See Attached Schedule for Term, Price & Volume.

Note:  PNG has increased line pressures which reduces production into the
system.  Both Phillips Production and Power Gas Marketing are claiming Force
Majeure.  Their volumes have been reduced to 50-60% of the original contractd
volume.

Chris Germany@ECT
06/20/2000 03:59 PM
To: John M Singer/Corp/Enron@ENRON, Marde L Driscoll/HOU/EES@EES, Alain
Diza/HOU/EES@EES, Heidi Griffith/DUB/EES@EES
cc: Dick Jenkins/HOU/ECT@ECT

Subject: Peoples

Here is what I'm looking at for July 1.  Paul Leanza (Clinton) has a customer
that can take around 1,000 day.  I don't know if that's dt or mcf.  I will
use mcf for this email until someone corrects me.  This customer has a
special deal where the pool operator gets a fuel credit on every mcf the
customer pulls.  For July, assuming the gathering fuel is 5%, and this
customer pulls 95 mcf from your production pool, you will get a 5 mcf
credited back to your imbalance account the following month.  I don't know
how this works with trading imbalances.  But, at a NYMX of $3.95 that works
out to $.21 - sounds good to me.  Paul said this customer is looking for a
CNG Index Flat price or and equivalent basis number.  Marde will not sell at
that price but I will.

Marde said she would charge ENA a $.03 fee for all the volumes flowing.
Actually, I would prefer to move all the pool and production gas to EES,
settle up financially with EES and be done with it.  What we could do to test
Paul's statement, is have the customer pull 300 mcf/day out of CES's pool for
July.  It would be easy to see since that is the only deal.   AND, have EES
take over the pool deal with Power Gas Marketing.  Comments / Questions?

Questions
John
1.  Heidi (EES) said you already have some Phillips production in EES's
pool.  Does CES still have metered production from Phillips in CES's pool?
If yes, how many meters?

2.  Please give me the following info for the activity behind Peoples
  Phillips   Power Gas Marketing
Term
Price
Volume

Heidi (EES)
If we find out from John that there is still metered production in CES's
pool, please call Peoples and see if we can move the metered production to
EES's pool for July.  Heidi Boyd with CES said you could tell them that CES
is going out of business and they may make exceptions for that.

Marde
I would prefer to move both supply customers over to EES, where EES makes the
payments and bills either Clinton or Clinton's customer.  At what price will
you take these deals?  I assume we need to get this info from John before you
can anwser this.

---------------------- Forwarded by Chris Germany/HOU/ECT on 06/20/2000 02:51
PM ---------------------------

	From:  John M Singer @ ENRON                           06/19/2000 01:52 PM

To: Chris Germany/HOU/ECT@ECT
cc:
Subject: Re: Peoples

As of today, Power Gas Marketing volume has decreased from 7,500 per month to
4,000 per month, until further notice, due to Peoples regulating the volume
of production into their system.

Phillips Production is also down..

For July, I would sell 4, 000 per month supplied by Power Gas Marketing (pool
to pool), and 300 MCFD x 1.03 = 309 Dth/day metered production from Phillips
Production.  The Phillips Production meters are in CES's pool.  It will cost
$100 per transaction to do a pool to pool transfer.  If Paul Leanza can use
the gas through November, we should move the Phillips meters to his pool
(309/Day).  The Power Gas volumes go through October.

John


Bill:
As ususal, there's another crisis today.  I'll be able to do the call, but we
need to keep it brief.  Apologies.  What's the cal-in number?  Thanks.
Best,
Jeff

	William Gang@EES
	03/09/2001 11:50 AM

		 To: Jeff Dasovich/NA/Enron@Enron
		 cc:
		 Subject: Telecon day and time change

Set for Monday.  Thanks, Jeff.

Regards,
Bill
---------------------- Forwarded by William Gang/HOU/EES on 03/09/2001 09:47
AM ---------------------------

Hoffer Amy C Capt 95 CEG/CEOE <Amy.Hoffer@edwards.af.mil> on 03/08/2001
06:28:15 PM
To: Weaver Paul Civ 95 CEG/CEOEE <Leo.Weaver@edwards.af.mil>, Judkins James E
Col 95 CEG/CC <James.Judkins@edwards.af.mil>, Emanuel Gregory G LtCol 95
CES/CC <gregory.emanuel@edwards.af.mil>, Keeling Mike L Civ AFFTC/PKAD
<mike.keeling@edwards.af.mil>, OBrien Martin Civ AFFTC/JA
<martin.obrien@edwards.af.mil>, Renshaw Jeffrey Maj HQ AFLSA/ULT
<Jeffrey.Renshaw@tyndall.af.mil>, Santoro Mike Civ HQ AFCESA/CES
<Mike.Santoro@tyndall.af.mil>
cc: "'wgang@enron.com'" <wgang@enron.com>
Subject: Telecon day and time change

The conference call with Enron for tomorrow has been moved to Monday at 0900
PST, 1100 CST. Sorry for the last min change.

Capt Amy Hoffer
-----Original Message-----
From: Weaver Paul Civ 95 CEG/CEOEE
Sent: Thursday, March 08, 2001 2:05 PM
To: Hoffer Amy C Capt 95 CEG/CEOE
Subject: One More Change

-----Original Message-----
From: wgang@enron.com [mailto:wgang@enron.com]
Sent: Thursday, March 08, 2001 2:03 PM
To: Leo.Weaver@edwards.af.mil
Subject: Re: FW: Natural Gas

Paul, I just found out that Jeff Dasovich has been called to a meeting in
Houston, and will be out all day tomorrow.  He is available on Monday.  Can
we do our conference call at 0900?  I have asked him to confirm the time.
I have to leave for Ft Leavenworth at 1030 hrs on Monday, so 0900 works
well for me.  Hope it works at your end.

Regards,
Bill
---


Attached please find a sheet of principles.  We would like your suggestions
for 3 or 4 more.

 <<Principles 2.doc>>

 - Principles 2.doc


Please take the variances through 0009 to the desk.  Thanks.
PL


Mary --

I need to know the other bonds that aren't cancelled.  Are there more?

Jim


Sheila,

Who will advise the value of the settlement, and the full settlement
instructions?

Is there a CACS/DASH signed to authorise the flow of funds?

Many Thanks

Ann

	From:  Sheila Glover                           22/05/2000 18:07

To: Sara Shackleton/HOU/ECT@ECT, Anne Hicks/LON/ECT@ECT
cc: Trena McFarland/LON/ECT@ECT

Subject: MG Settlement

Sara and Ann,
I have spoken with Morgan Stanley regarding opening up an account for Enron
Investments PLC which is a  UK based company, and will receive UK shares on
Settlement date, Tuesday, 5/30.

We would like to have DVP delivery at Morgan on 5/30.  Therefore, we will
need to fund the Morgan Stanley account with GBP on 5/50 for the settlement
balance.

Please call if questions.
Thanks. Sheila

Sara,
Ketan said that you can call Sheung, 212-762-5232, to assist in getting the
Morgan Stanley account set up.


FYI
---------------------- Forwarded by Dan J Bump/DEN/ECT on 02/10/2000 02:33 PM
---------------------------

	Enron Capital & Trade Resources Corp.

	From:  Doug Garrett <dkg@enernetok.com>                           02/10/2000
12:13 PM

To: "'qeoh@aol.com'" <qeoh@aol.com>, "'qecinc@aol.com'" <qecinc@aol.com>
cc: "'roobannon@phillipsmcfall.com'" <roobannon@phillipsmcfall.com>, Dan J
Bump/DEN/ECT@Enron
Subject: FW: Mortgage Agreement

FYI,
The following was conveyed to Dan Bump via a telephone conversation:

 In order to operate in the states of WY and MT, Enernet of Wyoming,
LLC (EOW)
 executed 3 operating bonds (1) $10,000 bond to WY State Office of
Lands and Investments
 (2) $25,000 statewide operating bond in favor of the MT BLM and (3)
a $50,000 statewide  operating bond in favor of the MT Board of Oil and
Gas Conservation.

 BancFirst guaranteed the $25,000 MT BLM bond, $25,000 of the $50,000
MT State bond and
 the $10,000 WY State Lands bond.  BancFirst required EOW to execute
two $25,000 promissory
 notes to secure the banks guarantees.  Enernet, Inc., (50%
owner/member of EOW)and its owners  guaranteed the promissory notes for
the bank.

 EOW can immediately move to have one if not both of these promissory
notes cancelled in order
 not to impede the mortgage transaction with Enron.  Alternatively,
in the very near future,
 EOW will transfer all of its operated properties in MT to the new
operating entity currently  being formed by Quantum and US Energy.  When
the new operating entity is in place, EOW will
 immediatedly transfer operations on all existing properties to the
new entity.  Once  operations are transfered EOW will request
cancellation of all MT bonding, which, will be
 appproved by the BLM and the MT State Board of Oil and Gas upon the
successful transfer of
 operations from EOW to the new entity.  With the MT bonds cancelled,
BancFirst will release
 the mortgage in question.

 EOW owns 2.5% of the Bonepile lease.

This should not be an obstacle in this transaction.  If Enron makes it one,
it can be taken out of
the equation.

The Enron record check in progress should reveal that 97.5% of the Bonepile
lease should be free
and clear of liens and encumbrances but for the JOA recording supplements
filed routinely by EOW and
other operators.

I will await the next communication from Dan Bump or Dan Hyvl.

-----Original Message-----
From: dbump@ect.enron.com [mailto:dbump@ect.enron.com]
Sent: Wednesday, February 09, 2000 4:07 PM
To: dkg@enernetok.com; Roobannon@phillipsmcfall.com
Subject: Mortgage Agreement

Gentlemen:

Latest version of subject document attached for your review.

I've been told to advise you that Enron would like to do further due
diligence (e.g. credit analysis, etc.) to get comfortable with Enernet's
existing mortgage(s) to have a good understanding of the situation.  Same
me need to be done for Quantum.  In other words, the agreement below could
be amended based on further analysis.

I'll let you know if anything materializes other than a phone call from
Enron credit to Enernet for information.

Dan

(See attached file: Quantum Mortgage Agreement redline 02-09-2000.doc)

 - Quantum Mortgage Agreement redline 02-09-2000.doc


Please see attached memo:


All,

In conjunction with the on-going TAGG/ERMS database migration to Oracle 8i, we are also converting our ERMS Reports to Oracle 6i Reports.

In regard to the Reports screen in ERMS launched from runm, where ERMS reports like the TopPage, Forwards and Options Detail are printed from, could you please provide us a list of reports that you also print to "FILE", that is, instead of printing the report to a printer, you print the report to a file.

Please forward this to anyone in your group who is also using ERMS Reports.

If you have any questions or concerns, please do not hesitate to contact either myself, Francis Lim (x35906), or Jeremy Wong (x30573).

Thanks & regards,

Karima Husain
x57252


Today we concluded our investigation concerning the resignation of Jenny Lu.
We spoke to a total of five employees. Two were suggested by Jenny  Lu
(Vanessa Schultz and Wally Kinden) and three suggested by Joel Henenberg
(Mary Gosnell, Bill Hare and Connie Sutton). The investigation did not
uncover anything that would change our determination to accept Jenny's
resignation.

Therefore, Effective November 13, 2000,  We accepted Jenny Lu's resignation.
This was communicated to Jenny  Lu by Hector McLoughlin.  Hector McLoughlin
will be providing you with a verbal synopsis of the investigation. Please
feel free to call Hector or me if you have any questions.

Frank deJesus


To be determined once 1st memo is distributed, we sent out a communication
informing all ENW employees of the transfer from your old Enron company to
Enron Net Works.

   Today,s communication includes:
? New ENW Company Code
? New ENW Cost Centers listed by Department Head
? New ENW Organization Units
? Listing of HR Representatives and Financial Contact

Implications for Business Unit Administrative Assistants

? If you are coding anything (including timekeeping, invoicing and expense
reports) to a cost center, NOT a WBS Element, code to the new company code
and cost center.
? If you are coding to a WBS Element, NOT a cost center, continue coding to
the existing company code and WBS Element number, regardless of the change in
cost centers.  ***WBS Element numbers may be revised at some point in the
future.  If they do change, the new numbers will be communicated at that
time.***
? If an employee or non-employee entered their time for the period starting
March 16th to the March 23st, that employee or non-employee must go back into
SAP and re-enter their time.  Labor Distribution will be adversely affected
if the employee or non-employee does not go back in and re-submit their time
for this period.
Payroll Implications
? Effective with the April 1st re-org, expense and payroll charges will be
directed to new cost centers.


---------------------- Forwarded by Nicholas O'Day/AP/Enron on 10/17/2000
08:06 AM ---------------------------

Nicholas O'Day
10/17/2000 08:01 AM
To: Tori L Wells/HOU/ECT@ECT
cc: Steven J Kean/HOU/EES@EES, Rosalee Fleming/Corp/Enron@ENRON

Subject: Office Opening

Tori,
I understand that Rosalee is out of the office. In her absence, I thought you
should be aware of the following.

PM Mori has confirmed that he is available to meet with Mr Lay on 1 November.
However, he has advised that he will be unable to attend the office opening.
Parliament is in session at the moment and budget debate has been delayed as
a result of extended debate on the amendment to the electoral rules. The PM
has advised that he will be in budget deliberations on the 31st.

The PM has proposed that he be represented at the office opening by his #2 -
Hidenao Nakagawa  -  Minister of State and Chief Cabinet Secretary. Nakagawa,
as Minister of State, is Japan's official spokesperson and will open the
office in the name of the PM.

Nakagawa is generally regarded as being responsible for the PM's policy
direction and plays a vital role in supporting PM Mori's fragile leadership.
Significantly, Nakagawa is currently responsible for the government's
Information Technology (IT) policies, the Government's most important
initiative at present. He is vice-chair of the Government's IT Strategy
Conference and  formerly held the post of Vice Minister of MITI.

In my view, this is not a bad outcome. In some respects we get the best of
both worlds. The office is opened in the name of the PM and we have the
attendance of the man who is likely to be more highly regarded among those
who will attend the office opening.

I will send separately to Tori Wells, with a copy to you, the draft meeting
schedule.

kind regards


fyi
---------------------- Forwarded by Tanya Rohauer/HOU/ECT on 07/11/2000 08:38
AM ---------------------------

	Enron North America Corp.

	From:  Elliot Bonner                           07/11/2000 07:59 AM

To: Tanya Rohauer/HOU/ECT@ECT
cc:
Subject: Re: Jefferson Smurfit and Stone Container

I don't know if it matters but the Chuck's name should appear as Charles
Hinrichs.  His phone number is 314-746-1215 and fax number is 314-746-1281.
Thanks for the help.


If you're around today, shout at me.  Just tried to call you...


Susan:
Please follow up with the following counterparties to see if we can get the
Agreements executed:

Coral energy
Louis Dreyfus
KN Trading
Sempra
Statoil
Vitol

I alos will give you a mark-up of the BOA Agreement which I would like for
you to send back to them.

Thanks.


On Thursday last week the Commission eliminated the old "Texas Eastern" rule
that required pipelines to obtain prior FERC approval before contracting for
transportation and storage capacity on upstream or downstream pipelines.  The
new rule allows pipelines to acquire and use such capacity without going to
FERC first.  The rule does reiterate that bundled sales of gas are still
prohibited, and further provides that the acquiring pipeline will be
financially at risk for the costs of the acquired capacity.  Interestingly,
the acquiring pipeline apparently has the option of selling the acquired
capacity under its own rate schedules or of releasing the capacity pursuant
to its capacity release program.  The order is silent on whether the price
cap applies to short term releases of acquired capacity.   While we are still
reviewing the order and may provide additional guidance at  a later time, I'd
emphasize for now that our normal contract approval procedures and authority
thresholds should be deemed to apply to capacity contracts.   For example,
the "Approval Authorization for Cash Expenditures" dated Feb. 3, 2000
provides Dave and Steve with authority up to $250,000 on operating expense
obligations.

Please contact me if you have any questions on this matter.  DF


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Enron Recruitment Technology is launching a new, easy to use, web-based
     Employee Referral Program.

     This new site will help you to help Enron find the talent it needs.
     Referrals are one of the best sources of talent for Enron in terms of
     quality and fit with Enron's culture. We have found that referrals
     stay with the company longer and adapt faster than those hired through
     other sources. This site will help us run a world-class employee
     referral program with less work and better results.

     There are also incentives for you. If you refer a candidate who is
     hired, you could be eligible to receive a cash reward of up to $5,000.

     So help someone accelerate their career, make yourself some money, and
     help us realize our mission of being the?World's No. 1?Company.

     Check out the site - let us know what you think -- we want to hear
     from you. This application should make referring easier for you so if
     you have suggestions that would enhance the program, send us an e-mail
     (Referral.Station@enron.com) or contact the Referral Station at (713)
     345-3254, option 2.

     David Oxley

     http://enron.referrals.com/promo.asp


I think there is merit in pursuing this.  A couple of comments:
It may be unduly complicated to get customers to provide the funding.
Perhaps we should focus on the banks instead.  The deal might be further
funding in exchange for legislative and regulatory concessions on rates,
transmission and generation siting and the rest of the items you outline.
Rubin would be great to have, but having watched Summers in action I'm not
sure we need another ex-treas.  Summers is superb, up-to-speed, and
apparently willing to work on this.  Linda -- how would Larry feel if we
brought in his ex-boss (I know they're buddies but does Summers really need
the help?).
Need to keep an eye on the ball for large customers-- many of whom are ours.
they will continue to need some access to better rates.  Perhaps the proposal
could be converted to cash in exchange for demand reductions.

	Jeff Dasovich
	Sent by: Jeff Dasovich
	01/20/2001 10:54 PM

		 To: skean@enron.com, Richard Shapiro/NA/Enron@Enron, James D
Steffes/NA/Enron@Enron, Sandra McCubbin/NA/Enron@Enron, Susan J
Mara/NA/Enron@ENRON, Paul Kaufman/PDX/ECT@ECT, Linda Robertson/NA/Enron@ENRON
		 cc:
		 Subject: Summary of Proposed Short-term Solution for California's Energy
Crisis

----- Forwarded by Jeff Dasovich/NA/Enron on 01/20/2001 10:52 PM -----

	Jeff Dasovich
	Sent by: Jeff Dasovich
	01/20/2001 10:51 PM

		 To: tyson@haas.berkeley.edu, pverleger@compuserve.com
		 cc:
		 Subject: Summary of Proposed Short-term Solution for California's Energy
Crisis

Dean Tyson:

It was a pleasure to see you again today. Phil, it was a pleasure to meet you
and I look forward to working together.  Since time is of the essence, I
wanted to summarize where we left off at today,s meeting regarding California,
s energy crisis.  That summary is attached.  I've also attached three
articles from the business section of today's Chronicle that arguably bolster
our arguments for adopting the approach that we discussed at today's meeting.

 Given the fact that the legislative process is moving rapidly, bankruptcy is
a daily threat, and Dean Tyson will be attending the meetings in Davos, it
appears that our window of opportunity is very small.  It seems that success
requires a meeting of the principals by the end of the week, if not sooner.
The chances of success are obviously limited, but I think that we agreed that
all concerned have nothing to lose and everything to gain by taking a shot.
Your offer to help in the effort obviously increases the likelihood of
success and is greatly appreciated.

My apologies in advance if I have mischaracterized any of the points made at
the meeting.  It represents a &first cut,8 it will undoubtedly change as the
details get worked out, and I,m sure I,ve missed something.  So please don,t
hesitate to edit the draft.

Please keep in mind that I have not had a chance to discuss this proposal
internally.  As such, I can,t yet commit Enron to the specifics of the
proposal.  But I,m confident that the company can support something akin to
this structure and can let you and Phil know first thing Monday.

In addition, given the political environment in California, Enron has played
a constructive role by providing low-key, behind the scenes advice and
analysis to policy makers.  That approach seems preferable in this effort as
well.

Finally, Dean Tyson, I mentioned that Linda Robertson heads-up our Washington
D.C. office.  If she can help in any way, please don,t hesitate to let me
know.  Both of you should feel free to call me at home over the weekend to
discuss things further.  My home phone is 415.621.8317.

Best,
Jeff


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Vince:

Thanks for breakfast last Friday.  I have been reflecting on a couple of
your thoughts and very much want to take the steps forward you suggested.
Let me take a shot at articulating what we said to make sure I have it
right, and let me take a shot at making comments and suggestions.

Firstly, thanks for agreeing to bring MarketPoint to the attention of your
outside equity people once again.  I understand that you are a go between,
and I recognize and appreciate whatever efforts you are able to make.  I
also recognize as you admonished that there are no guarantees here and that
you can only do your best.  Thank you for that no matter what the outcome.

Secondly, your suggestion that our short term gas and electric models should
be &click throughs8 (my words intended to reflect the sentiment you
expressed) on the enrononline.com website are absolutely consistent with the
MarketPoint business concept and right up our alley.  I unequivocally want
to move forward with that.  All that remains for MarketPoint to do so is to
secure the venture capitalization to create the website delivery system to
accommodate such click through and browser access.  We have the hard part
done (the enabling technology) and we only lack the internet delivery
system.  That should take a few months time after we secure the
capitalization we need.  However, in the meantime, we would be prepared to
put Excel spreadsheets with our scenarios in a web location where they can
be clicked through from enrononline.com, and that could be done a bit sooner
if you and your enrononline.com people might be interested in providing the
capitalization.  We already offer our North American electric plant data
base on a click though basis through e-acumen.com, so that part of our
infrastructure is already available (or imminent).  I believe they are going
commercial with our data product any time now.  Please let me know how we
can consummate an agreement here.

Thirdly, I am surmising there might be a lot of value to Enron from applying
and demonstrating MarketPoint in the more nascent areas of your business
where there are clearly few or no credible, comprehensive, pre-existing,
proprietary fundamental modeling tools (e.g., metals, telecommunications,
MIPS, agricultural commodities, water).  I would jump at the chance to work
under your sponsorship to build an inherently new, previously nonexistent
forward market model of a commodity such as copper, silver, gold, phosphate,
aluminum, potash, grain, or some other commodity you want to attack.  That
would give you an objective &kick at the can8 unfettered by the fact that
there are previously existing models you might want to compare against each
other or against your own or that you have ongoing internal capabilities in
those areas.  You have the prospect to get immediate value from such a model
in your embryonic metal or other trading business and to evaluate
MarketPoint people and MarketPoint technology in a real life setting.  I
should mention that I have a relationship with what I consider to be the
premier mining/mineral processing group in the world (Michigan Technological
University).  Working with their metals/mineral processing professors, we
could build a world scope forward copper, gold, silver, aluminum, or similar
model in several weeks time that considers every facility in every supply
chain in the world.  (Most metals have no more than several tens or a few
hundreds of facilities in the world total, and those facilities are well
known and accessible over the Internet or from trade associations or the
government.  Our United States Geological Survey contacts should be very
useful here.)  I really respect the Michigan Tech people I know.  They know
the metal supply chains all the way from the geology and resource
considerations at the extreme upstream end, the existing and prospective
ways to mine and process that resource into such intermediate goods as
pregnant leach solution, copper sulfide concentrate, gold cyanate, blister
copper, solvent extraction/electrowinning intermediate product, and
ultimately into final goods such as tubing, sheeting, wires, and other final
forms.  I would be prepared to send you a brief proposal and consulting
contract to undertake such an effort, and I am confident I can get Michigan
Tech to subcontract the data and domain expertise at modest cost.  They have
strong incentives to do something like this, for it connects them even more
closely to the industry they covet.  If you access the Michigan Tech
website, you will see a Dr. Carl Nesbitt (my brother) there as a mining and
minerals processor person.  He has recognized world class skills in that
field and is an Altos associate as well as a tenured Michigan Tech
professor.

Fourthly, I agree with your sentiment that &Enron has been quite successful
with what we have been doing8 and that &We lean toward our own technology.8
I have the utmost respect and admiration for Enron and the technology and
thinking you have operationalized in the past.  Notwithstanding that
comment, I am sure Enron would not consider writing your own spreadsheet
code to replace Excel or writing your own C++ compiler to replace Microsoft,
s or writing your own LP code to avoid purchasing one commercially.  There
is simply no economic impetus to redo what comes from the commercial market
better and cheaper--Enron buys rather than builds technology that augments
your productivity, as you should, as long as it does not compromise
confidentiality or competitive advantage.  Vince, MarketPoint is technology
that augments Enron,s productivity and allows you to do what you want to do
in the fundamental modeling area rapidly and accurately.  MarketPoint does
not substitute for or devalue your internally developed technology; it
augments and extends your people, data, and fundamental market insight.
MarketPoint already has over 200 man years of cumulative development effort
embedded within it, and it is just now becoming a custom &tinkertoy set8
approach that Enron can use to enhance your productivity and accelerate what
you want to do in the fundamental modeling arena.  Like Excel, it has passed
the market test for almost twenty years across the entire industry
(including Enron itself).  There are people in Enron today who I believe
hold MarketPoint/NARG in high esteem in part because they are aware of its
formidable and notable success over the past many years.  I hope you and
your people can come to view MarketPoint in that way*-an automated
productivity tool that can help Enron build and monitize proprietary content
faster, cheaper, and more accurately than you otherwise might and than your
competitors can.  MarketPoint might save you a lot of time and money, and it
might allow you to redirect your resources toward even more productivity and
profitability, just as Excel and Microsoft C++ have done.  With the advent
of e-commerce, your business is ultimately more &up for grabs8 than it once
was.  I must say I admire your early success and your early strong lead.
However, barriers to e-commerce entry are smaller than barriers to
traditional business entry, and "branding" is harder to hold.  You need to
continue and in fact accelerate the first mover advantage and "branding" you
have so successfully built in the past decade and a half, and I believe that
top quality, high barrier-to-entry, rapid deployment technologies such as
MarketPoint might help you do so.  I would even go one step further.  In the
coming e-commerce era, technology such as MarketPoint will play even more of
a role, and labor centric activities will be risky and (statistically) less
successful.  We are pleased MarketPoint is emerging at the start of today's
"inter-vertical competition" era because we believe all the winners such as
Enron will ultimately need to use it if they are to be successful.
Increasingly, the "not invented here" approach is likely to be supplanted
with the "cobble together elements of technology to make meta-technology"
because first mover advantage and branding will accelerate in value.
MarketPoint enabling technology is perfect for that.

Fifthly, I should mention that if any people in your traditional gas and
electric and other businesses want to use MarketPoint or Altos, please feel
free to contact me with the opportunity.  We are eager to serve their or
your immediate business needs as they encounter them in our traditional
consulting mode.  That was the point of the earlier meeting Kim Watson
organized, and that objective hopefully has not fallen by the wayside during
our private discussions.

After you have had a couple of days to think about the foregoing five
points, let,s talk.  I think if you get the chance to work with me and
MarketPoint, you will see that we are what we aspire to be--the "Enron of
the fundamental forward pricing world"-*the best in class.  A partnership
between two bests in class certainly makes sense.  I know you have no basis
to believe that MarketPoint is best in class--it is new, and you and I have
not worked together in close proximity.  I am eager to provide you a low
cost, high value opportunity to determine whether that might be true.  Let's
communicate by email or by phone in a week or ten days and see if we might
get something going.

Dale Nesbitt
650.218.3069


Gerald,

 While reviewing Lost Creek documents, number II.h. on the Index of
Agreements, I found that we do not have a copy of numbers 5 and 6 to the
Table of Contents for II.h.  Would you please send me a copy of:

 5.  Amendment No. 1 to Firm Gathering Agreement; Firm Gathering Agreement
between BRTI and LCGC; and

 6.  Burlington Resources Inc.'s Guaranty of BRTI's obligations under the
BRTI Firm Gathering Agreement.

If you would like to fax these documents to me, the fax number is (402)
398-7914; to send them to me via inter-office mail, I am at OMA0539.  If you
need to reach me by phone, please call 402/398-7885.

Thanks.

Suzanne


Here is the suggested general format for soliciting bids from shippers by phone for the Red Rock expansion.  Drew and Mary Kay have discussed this and have given the go-ahead to start calling.

	- Bids will be accepted until 5:00, March 2
	- Guidelines for bids that meet the threshold for making our project economic are [describe the three "menu" alternatives -- $0.60 at 5 years, etc .]
	- Bids will be evaluated based on highest rate.
	- Shippers should indicate whether they would be willing to have their bid capacity prorated in case an allocation is necessary.
	- Bids should include:  1) service request and 2) offer letter stating material terms (rate, term, points, quantity).  Offer is binding.  It can include a regulatory "out" in case the FERC rejects our filing, but cannot be "subject to management approval."

The only shippers that will be contacted are those that responded to the Nov. open season in a timely fashion.

Previously we discussed allocating tie bids pro rata.  While we believe this is acceptable, we would prefer to not announce the tiebreaker methodology so far in advance.  Shippers who inquire should simply be told that any ties will be broken using a nondiscriminatory method.

Please see me if you have any further questions.  (I have to leave about 9 for a doctor's appt. but hopefully will not be out too long.)


Wilson,

We are trying to finalize this transaction by next Tuesday, and I could
really use your help.  I believe you owe me a draft of an opinion letter?
Also, do you have any comments to the draft agreement I sent out last week?

I also need an opinion that the language in the agreement re the Cities
obligation to financially support MDEA is sufficient.

Thank you,

Kay


Sara:

When you get a chance, let's discuss this. Thanks.

Also, I wanted to discuss with you the Tokyo Financial Trading business.

Regards, Alan
----- Forwarded by Alan Aronowitz/HOU/ECT on 08/28/2000 02:07 PM -----

	Sheila Glover
	08/28/2000 12:31 PM

		 To: Alan Aronowitz/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
		 cc: Gary Hickerson/HOU/ECT@ECT, Jeff Kinneman/HOU/ECT@ECT, Theresa T
Brogan/HOU/ECT@ECT
		 Subject: ECT Investments Inc.

Alan, and Sara,
We had spoken about a month ago that the Credit and Convertible Books may be
moved into Enron North America from ECT Investments Inc..
Please advise what we need to do to do this.  At the prime Brokers we can
move these separate books to the ENA grouping of books.  What do we need to
do from a Corporate structure side since ECT Investments, Inc. is a wholly
owned sub of ENA at this time?

Enron Credit.com is currently using the ENA entity for deals with US
courterparties.

Thanks, Sheila


Start Date: 4/22/01; HourAhead hour: 24;  No ancillary schedules awarded.
Variances detected.
Variances detected in SC Trades schedule.
Variances detected in Load schedule.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001042224.txt

---- SC Trades Schedule ----
+++ Hour 24 - bad data from ISO.
  TRANS_TYPE: FINAL
  SC_ID: EPMI
  MKT_TYPE: 2
  TRANS_DATE: 4/22/01
  TRADING_SC: ECH1
  PNT_OF_INTRC: NP15
  SCHED_TYPE: ENGY
  PURCH_SALE: 2
  DEAL_NO: 1

---- Load Schedule ----
$$$ Variance found in table tblLoads.
     Details: (Hour: 24 / Preferred:  70.85 / Final:  70.82)
  TRANS_TYPE: FINAL
  LOAD_ID: PGE3
  MKT_TYPE: 2
  TRANS_DATE: 4/22/01
  SC_ID: EPMI


Friday, Oct. 27, is the last day to tell us what,s on your mind via The Pulse
survey.  To make improvements throughout Enron and ETS, we need your input on
your Enron work experiences.

If you haven,t completed the survey, it,s fast and it,s easy.  Please log on
to survey.enron.com now to let us know what,s on your mind.  Hurry - time is
running out.

No matter what the feedback, we,d like to hear from everyone.

Remember that all survey responses are confidential and your comments can
bring improvements to ETS.

If you,ve completed The Pulse survey, thank you.


Well Ray as you might as well have guessed your timing does suck.  All this
time has gone by and the day Enron does a "deal" with Natsource, you decide
we should have a drink and share a meal.  You guys will never cease to amaze
me.


Have you seen the training tools that Avril uses for such things?  --Sally
---------------------- Forwarded by Sally Beck/HOU/ECT on 02/05/2001 03:07 PM
---------------------------

	Peggy Hedstrom
	02/05/2001 12:01 PM

To: Shawn Anderson/CAL/ECT@ECT, Jason Biever/CAL/ECT@ECT, Marlene
Cameron/CAL/ECT@ECT, Duncan Croasdale/CAL/ECT@ECT, Derek Davies/CAL/ECT@ECT,
Cyntia DiStefano/CAL/ECT@ECT, Lon Draper/CAL/ECT@ECT, Dean
Drozdiak/CAL/ECT@ECT, Jason Garvey/CAL/ECT@ECT, Bill Greenizan/CAL/ECT@ECT,
Jai Hawker/CAL/ECT@ECT, Frank Hoogendoorn/CAL/ECT@ECT, Kate
Joslyn/CAL/ECT@ECT, Kyle Kitagawa/CAL/ECT@ECT, Nicole LaPorte/CAL/ECT@ECT,
Eric LeDain/CAL/ECT@ECT, Derek Lynn/CAL/ECT@ECT, Jonathan McKay/CAL/ECT@ECT,
Grant Oh/CAL/ECT@ECT, Lori Poffenroth/CAL/ECT@ECT, David Pope/CAL/ECT@ECT,
Cooper Richey/CAL/ECT@ECT, Michael Savidant/CAL/ECT@ECT, Howard
Sangwine/CAL/ECT@ECT, Andre Templeman/CAL/ECT@ECT, Ryan Watt/CAL/ECT@ECT,
John Zufferli/CAL/ECT@ECT, Dianne Seib/CAL/ECT@ECT, Matilda
Machado/CAL/ECT@ECT, Diana Andel/CAL/ECT@ECT, Melinda Whalen/CAL/ECT@ECT,
Brian Gillis/CAL/ECT@ECT, Kathy Reeves/CAL/ECT@ECT, Brian
Kristjansen/CAL/ECT@ECT, Jeff Sears/CAL/ECT@ECT, John D
Postlethwaite/CAL/ECT@ECT, Carlos Torres/CAL/ECT@ECT, Richard C
McKeel/HOU/ECT@ECT, Kevin Heal/CAL/ECT@ECT, Mark Dupuy/CAL/ECT@ECT
cc: Rob Milnthorp/CAL/ECT@ECT, Sally Beck/HOU/ECT@ECT
Subject: EnTelligence Training

Please mark your calendars for EnTelligence Training on February 22nd.
EnTelligence is a system developed by Enron that provides a prospecting and
management reporting website combining information from internal and external
systems.  New enhancements to the system now provide Activity Detail reports
by counterparty.  It also contains Family Tree information for companies
(i.e. subsidiaries, division of... etc.).  Avril Forster from the Houston
office will be providing the training.

We will divide the training into three sessions on February 22nd  as follows:

10:00 - 12:00 Origination team training
1:30 - 2:30 Energy Operations team training
3:00 - 5:00 Trading team training

All training will be in the Video #2 boardroom (next to Liz Prior).  Please
make every effort to attend this training.  Hopefully, you will find the
EnTelligence system a useful tool for each of you.  If you have any questions
or concerns, please let me know.


One more question regarding all three plants for allegheny.  Thanks
Ben


Check out the latest issue of eBiz at home.enron.com.  Click on Publications,
then on eBiz and "July 14, 2000."

In this issue:

EnronOnline extends to additional trading platforms
Price caps in the California power market
Weather hedging for wine bars
Enron Directo begins selling power in Spain
The New Power Company acquires customers
LNG transporter brings natural gas to Puerto Rico


Thank you again for participating in the Leadership Development vendor
selection process in December.

Based on the decisions we made at the meeting, we are ready to conduct a
pilot February 8-10 of six modules from Wilson Learning Corporation.
The purpose of the pilot is to evaluate Wilson Learning materials and
facilitators and present a portion of the Leadership curriculum.  We will
also pilot the communications module for non-supervisory employees.

We ask that you invite 1-2 managers from your group to participate and
evaluate the modules.  Participants should plan to complete a minimum of two
modules.  In addition, you are invited to participate in as many as you
would like.  We are also opening this pilot to managers throughout ENA to
ensure
that the material adapts well  We are currently completing the curriculum
design
and plan to have information available in February.

As you may remember these are the decisions we reached at the meeting in
December:

* Use Southwest Performance Group (SWP)and Wilson Learning products as our
primary vendor and Achieve Global as a secondary.
* Create an Enron faculty of outside facilitators that meet our specified
requirements.
* Ensure that the skills in our curriculum are matched to different levels
of manager.
* Ensure that we incorporate data available from consultants currently
working with Energy
Operations
* Incorporate current Enron course offerings into ENA curriculum

Attached for your review are:

* Facilitator Profile
* Curriculum Table - mapping skills to courses

Descriptions of each module are also attached for your review

The following are half-day sessions.  Supervisors may sign up for any or all
depending on their need.  It would be helpful if supervisors attend a minimum
of two modules.  We need to have a minimum of 9 participants for the course
to be effective.  As an added bonus, I will cover the cost of attending the
pilot.  (As you may remember, cost for attending programs in 2000 will be
charged back to the business unit)

Date   Module     Time    Target Audience

Feb. 8   Meeting Leadership Challenges   8-12 am    Supervisors with less
than 6 months experience

   Working Styles     1-5 pm    Any supervisor

Feb. 9   Coaching To Performance   8-12 am    Any supervisor

   Motivating For Results    1-5 pm    Any supervisor

Feb. 10   Communicating Effectively   8-12 am    Any employee

   Delegating and Directing   1-5 pm    Any supervisor

Other details:

* Sessions will be held in Room 560.
* Participants should plan to attend a minimum of two sessions.
* Please call Gracie Presas to register by February 1.
* Descriptions of each module are provided in the attachment.

If you have further questions concerning this pilot, please contact me at
3-7394.  Again, thank you for all your work in this importanct effort!


Paul,
I am in the early stages of planning my next run to Singapore and Sydney.  I
was thinking about bringing my wife and staying over a couple of days (or a
week).  What is the weather like in July and are you going to be there?
Thanks,
Mike


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Will do.

 -----Original Message-----
From: 	Hayslett, Rod
Sent:	Wednesday, November 21, 2001 8:05 AM
To:	Brassfield, Morris
Subject:	RE: Need approval for phone moves

You need to begin thinking about what we could do here if we were asked to reduce staffing to save money?

 -----Original Message-----
From: 	Brassfield, Morris
Sent:	Monday, November 19, 2001 10:19 AM
To:	Hayslett, Rod
Cc:	Frausto, Ruthann
Subject:	FW: Need approval for phone moves

These phone moves are for positions we asked for approval for last week.

Thanks,

Morris

 -----Original Message-----
From: 	Frausto, Ruthann
Sent:	Friday, November 16, 2001 2:55 PM
To:	Brassfield, Morris
Cc:	Daily, Pamela
Subject:	Need approval for phone moves

LeShawn Edwards, currently a contractor in Elaine Concklin's accounting group, has accepted a position with Barney Brasher to fill the position vacated by Vera Jones, and Elaine has hired another contractor to backfill the position LeShawn is leaving.

I need your approval to switch the telephones:

LeShawn's phone from 3AC3321 to her new location at 3AC3336
Vera Jones' old phone from 3AC3336 to 3AC3321 & reassign to new contractor

If you approve, please forward to Rod Hayslett for his approval as well.

Thank you.

Ruthann
x66538


Phil:

As you requested on last week's conference call, attached is a draft position
on pipeline safety legislation.  The draft includes background and positions
on both re-authorization legislation (on which there has been a great deal of
activity lately) and appropriations legislation.

Once you and the Task Force have had the opportunity to review this material,
it can be used to brief Stan Horton and Bob Hill in advance of the INGAA
Board meeting this coming Thursday in Calgary.

Jeff


what's the message

 -----Original Message-----
From: 	enronsigshop@calltsc.com@ENRON
Sent:	Wednesday, November 28, 2001 12:32 PM
To:	undisclosed-recipients:;@ENRON
Subject:


cell 713.304.7868/HM 713.526.6833


Gayla:

Regrettably, Mr. Lay has a previous engagement and will not be able to attend
the EE&CC Holiday Party.  Thank you for the invitation.

Tori

Gayla E Seiter @ ENRON_DEVELOPMENT   11/15/2000 08:21 AM

To: Kenneth Lay/Corp/Enron@ENRON
cc:
Subject: EECC HOLIDAY PARTY INVITATION (PRINTABLE COPY) (RSVP TO GAYLA SEITER)

----


no but whe will be out numbered by ut fans

 -----Original Message-----
From: 	"siva66" <siva66@mail.ev1.net>@ENRON [mailto:IMCEANOTES-+22siva66+22+20+3Csiva66+40mail+2Eev1+2Enet+3E+40ENRON@ENRON.com]
Sent:	Wednesday, September 19, 2001 2:25 PM
To:	Quigley, Dutch
Subject:	RE: UH ticket

i just wanted to make sure that joanne would not be sitting alone

---------- Original Message ----------------------------------
From: "Quigley, Dutch" <Dutch.Quigley@ENRON.com>
Date: Wed, 19 Sep 2001 14:10:04 -0500

>no there are two tix together but not with ours , i need to check
and
>make sure they were not in the temp seats that are now closed
>
>I was planning on just sitting together and see what happens
>
>
>
>>  -----Original Message-----
>> From: 	"siva66" <siva66@mail.ev1.net>@ENRON
>> [mailto:IMCEANOTES-
+22siva66+22+20+3Csiva66+40mail+2Eev1+2Enet+3E+40EN
>> RON@ENRON.com]
>> Sent:	Wednesday, September 19, 2001 2:07 PM
>> To:	Quigley, Dutch
>> Subject:	Re: UH ticket
>>
>> is it with our seats?
>>
>>
>> ---------- Original Message ----------------------------------
>> From: "Quigley, Dutch" <Dutch.Quigley@ENRON.com>
>> Date: Wed, 19 Sep 2001 13:56:13 -0500
>>
>> >You can use the extra ticket that i bought for the UT vs UH
game
>> >
>> >dq
>> >
>> >
>>
>******************************************************************
>> ****
>> >This e-mail is the property of Enron Corp. and/or its relevant
>> affiliate and may contain confidential and privileged material
for
>> the sole use of the intended recipient (s). Any review, use,
>> distribution or disclosure by others is strictly prohibited. If
>> you are not the intended recipient (or authorized to receive for
>> the recipient), please contact the sender or reply to Enron
Corp.
>> at enron.messaging.administration@enron.com and delete all
copies
>> of the message. This e-mail (and any attachments hereto) are not
>> intended to be an offer (or an acceptance) and do not create or
>> evidence a binding and enforceable contract between Enron Corp.
>> (or any of its affiliates) and the intended recipient or any
other
>> party, and may not be relied on by anyone as the basis of a
>> contract by estoppel or otherwise. Thank you.
>>
>******************************************************************
>> ****
>> >
>>
>>
>> ________________________________________________________________
>> Sent via the EV1 webmail system at mail.ev1.net
>>
>>
>>
>>
>

________________________________________________________________
Sent via the EV1 webmail system at mail.ev1.net


Sara/Janice, thanks for your comments.  I have reflected them in the
attached draft, marked to show your changes.  The governing law provision is
a formulation that we have used at S&C to accomplish the purpose of giving
effect to NY-GOL 5-1401 and should achieve the purpose of the language you
added to the power master amendment; I was planning to conform the latter to
the language used here unless you have an objection.

Allegheny has not yet reviewed this draft so it remains subject to their
comment.  I also need Yair to confirm that he is happy with the new Part 6 -
Commodity Definitions section (Yair, this is attached as Exhibit "C" to the
attached document).

Let me know if you have any further questions or comments.  Thanks!

 <<Allegheny  ENRON ISDA SIDE LETTER(vRED).DOC>>

----------------------------------

This e-mail is sent by a law firm and contains information
that may be privileged and confidential. If you are not the
intended recipient, please delete the e-mail and notify us
immediately.

 - Allegheny  ENRON ISDA SIDE LETTER(vRED).DOC


Neel:

We will overnight the agreement to you.  Sara

	Neel.Lemon@bakerbotts.com
	01/02/2001 09:01 AM

		 To: sara.shackleton@enron.com
		 cc: ffelvey@csipaper.com
		 Subject: CSI

Sara:

Here is my contact info.  Please send me yours.

Please feel free to call Forest Felvey at CSI to check signals on the
confidentiality agreement issue you mentioned.  He will verify that Baker
Botts is assisting CSI on swap issues and that it is okay to communicate
with me.  [I've copied Forest with this email for his info.]

As we discussed, I will get you copies of the new LPS documentation relating
to the 2000 CSI franchise tax restructuring and you will get me copies of
the existing Enron/CSI contractual documentation relating to the original
1998 arrangements and any amendments, etc., since then.

Thereafter, we can figure out what our next steps are.

Thanks.
__________________________
Neel Lemon
Baker Botts LLP
2001 Ross Avenue
Suite 700
Dallas, Texas 75201
214.953.6954 - office
214.661.4954 - fax
469.323.6120 - NEW MOBILE
214.361.6717 - home
neel.lemon@bakerbotts.com - email

The information contained in this email is confidential and may be subject
to the attorney-client privilege.  As a result, any unauthorized use or
transmission is prohibited.  If you are not the intended addressee, please
delete this email and notify the sender.


Tom/Jim/Jim:

Please find the attached first draft of a presentation for Dave/John to
deliver to them on Thursday (as requested).  I would plan to attach the
detailed Transition Plan being currently developed by Troy/Jim based on our
meeting today.

Initial Comments?

Brian


---------------------- Forwarded by Kayne Coulter/HOU/ECT on 01/16/2001 08:03
AM ---------------------------
Smith L Day   01/09/2001 05:27 PM

To: Kayne Coulter/HOU/ECT@ECT
cc:
Subject: My phone number

Kayne:

Corry said that the real time group may not have my phone information yet
because the new phone cards don't have it.

Here it is:

Pager:  877-306-9429
Home:  281-937-9594
Cell:  832-452-7192

Smith


----- Forwarded by Jeff Dasovich/NA/Enron on 01/21/2001 10:29 AM -----

	"Katie Kaplan" <kaplan@iepa.com>
	01/19/2001 04:45 PM
	Please respond to kaplan

		 To: "IEP" <iepa@iepa.com>, "John Stout" <John_H_Stout@reliantenergy.com>,
"'Mark Smith'" <Mark.J.Smith@fpl.com>, "'Bill Carlson'" <wcarlson@wm.com>,
"'Bill Woods'" <billw@calpine.com>, "'Bob Escalante'"
<rescalante@riobravo-gm.com>, "'Carolyn Baker'" <cabaker@duke-energy.com>,
"'Cody Carter'" <cody.carter@williams.com>, "'Curt Hatton'"
<curt.hatton@gen.pge.com>, "'Dean Gosselin'" <dean_gosselin@fpl.com>, "'Doug
Fernley'" <fernley.doug@epenergy.com>, "'Doug Levitt'" <SDL@calwind.com>,
"'Duane Nelsen'" <dnelsen@gwfpower.com>, "'Ed Maddox'"
<emaddox@seawestwindpower.com>, "'Ed Tomeo'" <ed.tomeo@uaecorp.com>, "'Eric
Eisenman'" <eric.eisenman@neg.pge.com>, "'Frank Misseldine'"
<fmisseldine@caithnessenergy.com>, "'Greg Blue'" <gtbl@dynegy.com>, "'Hap
Boyd'" <hap.boyd@enron.com>, "'Jack Pigott'" <jackp@calpine.com>, "'Jeff
Dasovich'" <jdasovic@enron.com>, "'Joe Greco'" <joe.greco@uaecorp.com>, "'Joe
Ronan'" <joer@calpine.com>, "'Jonathan Weisgall'" <jweisgall@aol.com>, "'Ken
Hoffman'" <khoffman@caithnessenergy.com>, "'Kent Palmerton'"
<kent.palmerton@williams.com>, "'Lucian Fox'" <lucian_fox@ogden-energy.com>,
"'Marty McFadden'" <marty_mcfadden@ogden-energy.com>, "'Milton Schultz'"
<bfpjv@c-zone.net>, "'Nam Nguyen'" <nam.nguyen@powersrc.com>, "'Paul Wood'"
<paul_wood@ogden-energy.com>, "'Paula Soos'" <paula_soos@ogden-energy.com>,
"'Pete Levitt'" <Pete@calwind.com>, "'Rich Dyer'"
<Rich_dyer@ogden-energy.com>, "'Rob Lamkin'" <rllamkin@seiworldwide.com>,
"'Robert Frees'" <freesrj@apci.com>, "'Roger Pelote'"
<roger.pelote@williams.com>, "'Ross Ain'" <ain@worldnet.att.net>, "'Steve
Iliff'" <siliff@riobravo-gm.com>, "'Steve Ponder'" <steve_ponder@fpl.com>,
"'Sue Mara'" <smara@ect.enron.com>, "'Ted Cortopassi'"
<TCortopassi@ogden-energy.com>, "'Tom Heller'" <hellertj@apci.com>, "'Tony
Wetzel'" <twetzel@thermoecotek.com>, "'Ward Scobee'"
<wscobee@caithnessenergy.com>, "'William Hall'" <wfhall2@duke-energy.com>,
"Tom Ross" <tross@mcnallytemple.com>, "Susan Mccabe"
<sfmccabe@mindspring.com>, "Scott Govenar" <sgovenar@govadv.com>, "Ron Tom"
<Rtom@govadv.com>, "Robert Ross" <robbiz@cwo.com>, "Phil Isenberg"
<isenberg@HMOT.com>, "Norton Kelli" <knorton@mcnallytemple.com>, "Mike
Monagan" <mrmonagan@aol.com>, "McNally Ray" <rmcnally@mcnallytemple.com>,
"Maureen OHaren" <Oharen@HMOT.com>, "marie moretti" <marie_moretti@msn.com>,
"Katie Kaplan" <kaplan@iepa.com>, "Kassandra Gough" <kgough@calpine.com>,
"Julee Malinowski-Ball" <jmball@ns.net>, "John Larrea"
<john.g.larrea@williams.com>, "Jean Munoz" <jmunoz@mcnallytemple.com>, "Jan
Smutny-Jones" <smutny@iepa.com>, "Hedy Govenar" <hgovenar@acom2.com>, "DJ
Smith" <djsmith@smithandkempton.com>, "Delany Hunter"
<dhunter@smithandkempton.com>, "Chuck Cole" <ccole@advocation-inc.com>, "Anne
Kelly" <kelly@hnks.com>, "Theo Pahos" <tpahos@ppallc.com>, "Andy Brown"
<ABB@eslawfirm.com>, "B Brown Andy" <andybrwn@earthlink.net>, "Bob
Weisenmiller" <rbw@mrwassoc.com>, "Curtis Kebler"
<curtis_l_kebler@reliantenergy.com>, "Douglas Kerner" <DKK@eslawfirm.com>,
"Jeff Dasovich" <Jeff.Dasovich@enron.com>, "Kristin Vellandi"
<kvellandi@pstrategies.com>, "Lynn Lednicky" <lale@dynegy.com>, "Marty
Wilson" <mwilson@pstrategies.com>, "Paula Hall-Collins"
<paula.hall-collins@williams.com>, "Richard Hyde" <rwhyde@duke-energy.com>,
"Stephanie-Newell" <stephanie-newell@reliantenergy.com>, "Sue Mara"
<smara@enron.com>
		 cc: "Steven Kelly" <steven@iepa.com>, "Carol H Hudson" <Chudson@iepa.com>
		 Subject: FW: CPUC Fastball: emergency meeting on 1/19

Greetings:

The CPUC held an emergency meeting this morning in which they restated the
utilities obligation to serve regardless of claims of bankruptcy or any other
insolvency. PG&E had indicated to both the ISO and CDWR that they had only
planned to schedule for load in which they had native generation to serve.
PG&E's logic is?probably that they will cover folks with the?assets they
have, but since they can't buy anything, they shouldn't?carry that
obligation.? CPUC doesn't like that logic, although if bankruptcy happens its
about the same effect?as?imposing that obligation on DWR.? This could be
avoided if they would just impose the rate increase?that will cover the
costs, subject to refund, and then get the long-term?deals in place.? At this
point the utilities have?much less to lose.? Please find the attached
decision.? For those of you who would like to listen to the hearing you can
listen to a rebroadcast by logging onto the CPUC web site.

?

?

Katie Kaplan

Manager of State Policy Affairs

Independent Energy Producers Association

(916) 448-9499

?
 - keep serving_4622.doc


Kimball, Bay State and The Energy Authority were all amendments, even tho
Credit didn't have them marked as such.  Kimball, I am ok with the change
adding physical gas, they were previously shut down for financial and power,
and no change there.  Bay State was previously shut down for financial and
power, no change there, OK with adding physical gas.  The Energy Authority, I
had previously shut down for financial, open for all power.  Now, per Leslie,
have them open for US power sells only, so I'm changing that.

Hetch-Hetchy Water and Power is a division of the City of San Francisco, so I
am shutting them down for all financial.


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 11/06/2000
04:55 PM ---------------------------

Benjamin Parsons
10/17/2000 12:22 PM
To: Vasant Shanbhogue/HOU/ECT@ECT, Amitava Dhar/Corp/Enron@ENRON, Vince J
Kaminski/HOU/ECT@ECT, Steven Leppard/LON/ECT@ECT
cc:
Subject: EnronCredit pricing models

Attached below is an overview of the proposed pricing system we intend
building by Dec 1.
---------------------- Forwarded by Benjamin Parsons/LON/ECT on 17/10/2000
18:25 ---------------------------

Mike Mumford
17/10/2000 08:17
To: Benjamin Parsons/LON/ECT@ECT
cc:

Subject: External Write-Up File


I've received error notices, so I'm trying again.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 05/14/2001 01:02
PM ---------------------------

Kay Mann
05/14/2001 01:00 PM
To: Mark Metts/Enron@EnronXGate, Timothy J Detmering/HOU/ECT
cc: John Llodra/Corp/Enron@ENRON, W David Duran/Enron@EnronXGate, Lance
Schuler-Legal/HOU/ECT@ECT

Subject: Confidentiality agreement

Gentlemen,

I'm with EWS Legal, and I'm working with John Llodra (East Power origination)
concerning a confidentiality agreement with Ameresco.  The proposed
transaction is described as follows:

 A potential power plant site development and asset management services
related to the Island End Generation Project, a nominal  365 MW combined
cycle power generation facility, proposed to be located in Everett,
Massachusetts.

The current draft of the CA contains this language:

 From the time of the signing of this Agreement until October 1, 2001 neither
Party shall pursue the Proposed Transaction without  the participation of the
other Party, unless the other Party consents in writing or notifies the other
Party that it does not intend to   pursue the Proposed Transaction.

In accordance with policy, this issue is being submitted to you for your
review.

John can be contacted at 978 449 9936.  My extension is 57566.

Thank you,

Kay

Here is the entire CA:


Hello Everyone ,

We are doing something a little different this year for our boss.

What we have to remember is we can not be out of the office for
a very long period....

Let's make this a special time for him......

                       Thanks
                   Kevin Moore

Massa's Resturant
11:30 a.m.
Wednesday

If someone has to cover for the team I will cover .

Enjoy the hour..........


I'll gladly bring my photo album and Alina.  Chad has a playdate at a neighbors house.

Gaby told me that she cannot attend.

You mentioned that several people may come to the get together late and that we may visit longer than 12:30 pm.  My sister is arriving in town for a visit around 12PM and a cab is picking her up at the airport.  I currently have arrangements for the cab driver to take her to my house (probably around 1 PM). Let me know if you think I should change this arrangement.

I can't think of anyone we missed for the party, except Bobby Oldfield.  She is going to start working with us on Children's Church and was a fantastic help with VBS.  I inadvertently dropped her name from the list.

Thank you for everything you do.  I'm always overwhelmed by your kindness.

Shelley

-----Original Message-----
From: BLT12139@aol.com [mailto:BLT12139@aol.com]
Sent: Friday, February 15, 2002 8:47 AM
To: Corman, Shelley
Subject: Shower tomorrow!

Hi Shelley:
I am looking forward to seeing you and Alina tomorrow for the shower.  It
will be great to have the opportunity to visit with you.
Just so you know, Laura and Kathryn will be here tomorrow and can help
entertain Alina if needed.
There are several people that I have not heard from as far as RSVP's.  We
will have plenty of food, so if anyone asks you, please tell them just to
come!
Take care,
Barbara
P.S.  By the way, if you have any pictures or mementos from your trip that
you might like to share, bring them along.


If you  haven't seen it.  Got this from a WAPA guy through WPTF.

PROPOSED ACTION STEPS AGREED TO AT DENVER EMERGENCY MEETING ON DECEMBER 20,
2000

1. Action in California. The governors call upon California to redouble its
efforts to conserve electricity and to stabilize prices and its electric
power market.

2. FERC Investigation. The governors thank Chairman Hoecker for his offer of
assistance and ask that his staff prepare an immediate report on the
implications and potential consequences of regional price caps and bilateral
contracts, and to investigate: why Western electricity prices have been so
high; who
has benefitted from these high prices; and whether generating capacity has
been held back. This information will be useful whatever the individual
governors
views on these matters.

3. Energy Conservation. The governors commit to and ask their western
gubernatorial colleagues to join them in implementing a coordinated,
state-by-state,
voluntary conservation strategy to free up electricity in the West starting
no later than January 1. This plan would encourage consumers at every scale
to reduce
or reschedule electricity demand and would encourage state public service
commissions to review and adopt other steps such as mechanisms to pay users
for
forgoing power during times of high demand. Furthermore, the governors agree
and ask their western gubernatorial colleagues to join them in reducing the
electricity consumed by public agencies in their states. The states will
coordinate an energy conservation response by December 28.

4. Presidential Task Force. The governors call upon their colleague
President-elect Bush to convene a formal team to work with the western
governors on
this urgent issue while waiting for appointments to be made.

5. Increasing Supply. The governors will convene in late January or early
February a meeting of all the affected parties to prepare a vision and action
plan for
the west's energy future and its relation to a national energy policy,
including increasing the supply and availability of electricity and energy
throughout the region
today and in the future. The governors called for this meeting at the winter
2000 meeting of the Western Governors' Association; due to the current energy
crisis they have fast-tracked this meeting and the development of a
hemispheric energy policy.


See you there.

From: Roseann Engeldorf/ENRON@enronXgate on 04/05/2001 11:16 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: FW: Pompano Beach - Developers Agreement

Voila.

Rose

 -----Original Message-----
From:  Milligan, Taffy
Sent: Wednesday, April 04, 2001 7:48 PM
To: Fleenor, William; Manis, Herman; Jacoby, Ben; Gray, Barbara; Engeldorf,
Roseann
Cc: White, Ann Elizabeth; Farrell, Keegan; Snow, Dina; Leigh, Lorie
Subject: Pompano Beach - Developers Agreement

Please plan to attend a meeting to discuss the Pompano Beach Developers
Agreement on Thursday, April 5.

Where: EB38c2
When:   1:00 pm - 3:00 pm

Please contact me at X57373 if you are unable to attend.

Best regards,
Taffy Milligan X57373


Voting is a key tool in our governmental process, and allows every American to make their voice heard.  We encourage you to exercise your right to vote tomorrow, November 6.


Attached you will find minor revisions to these agreements marked in red.
CIPCO is now an LLC so we have reflected it that way in the agreement.  We
also filled in information for the blanks.  Otherwise, everything looks
great.  Also, for your information, Brian S. Frederick, Vice President,
will sign the letter and escrow agreement for CIPCO.  CIPCO's tax ID # is
84-1484857.  I filled in the contact information for the Escrow Agreement.
Let me know if you have any questions.  Thanks.

(See attached file: Centana Letter AgreementRev1.DOC)(See attached file:
ESCROW AGREEMENTREV1.DOC)

                    "Proctor,
                    Shemin V."           To:     <joe.parks@enron.com>, <msrichards@duke-energy.com>,
                    <sproctor@akll        <gaswidensky@duke-energy.com>
                    p.com>               cc:     <stuart.zisman@enron.com>
                                         Subject:     Attached Files
                    03/27/02 07:50
                    AM

Gentlemen,
Attached are the final drafts of the Letter Agreement and Escrow
Agreement. Please contact me if you have any questions or comments.
Regards,
Shemin
 <<Centana Letter Agreement.DOC>>  <<ESCROW AGREEMENT.DOC>>
(See attached file: Centana Letter Agreement.DOC)(See attached file: ESCROW
AGREEMENT.DOC)