Edward, you are very welcome and I appreciate all the efforts to ensure the
transition works and we get the accounting treatment we want on Garden State.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 08/01/2000
06:15 PM ---------------------------

Enron North America Corp.

From: Edward Ondarza 08/01/2000 05:11 PM

To: David W Delainey/HOU/ECT@ECT
cc:
Subject:

Dave,

Congratulations on your appointment to CEO - what's next?

I am working with Bryan and Ray on the transition, everything seems to be
going along smoothly. Bryan is comfortable with me moving as soon as EBS has
physical space for me as long as I am available to him by phone. I expect to
move next week.

I am working on a scheme with Wes on marking the swaps on Garden State
without fair valuing the asset. Citibank and National Bank of Canada are
interested, and the trade should improve the economics as a result of trading
with a strong credit (bank) as opposed to a stand alone operation (Garden
State). I should have more feedback by the end of the week.

Thank you for your support on my move to EBS. I have really enjoyed working
with you and appreciate what you have done for me. Working with you, Greg
and Rodney has really improved my management, finance and structuring skills
that I expect to apply at EBS.

Call me if there is anything I can ever to do to support you. I look forward
to working with you again.

Thanks for being a terrific boss and good friend.

Regards,

Edward