Re: Engage

Russell:
I have sent to Mary and Tana the issues that need to be resolved on these 2
amendments. They are minor but need a lawyer's attention and Mary will
coordinate with Luke M. and Suzi on this.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com

Russell Diamond
08/09/00 10:05 AM

To: Mary Cook/HOU/ECT@ECT
cc: Tana Jones/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT
Subject: Re: Engage

Mary,

Per my voice mail to you, I am updating you on the status of the ISDA's we
have sent to Engage:

1) Engage Energy US, LP:
I spoke to Luke Mickum, the legal person at Engage US (713-877-7446), this
morning. He is looking into what issues need to be reviewed/discussed.
According to Carol there are no open issues. If that is the case can we send
executed copy's of the ISDA to him for signature. Before it is sent off, we
need to make sure the correct changes have been made to the Credit Annex, as
the credit support provider has changed from my original credit worksheet. I
am not sure if Carol had made those changes in her drafts.

2) Engage Energy Canada, LP
According to the Lotus Notes Database, the draft amendment of this contract
was also sent to Luke, although he is the US lawyer. A draft needs to be
sent to the Canadian Lawyer, Suzzi Sethi 403-297-0348. She sent us a draft
guaranty for review with the guarantor West Coast Gas Inc. This counterparty
is the new guarantor for Engage Canada and the ISDA Credt Annex needs to be
updated accordingly. Once again, we need to make sure the Credit information
is still correct in the original draft. I have given a copy of the guaranty
to Tana, can you please review this and provide your comments to Suzzi.

Please let me know if you require any additional information.

Thank you,

Russell

Carol St Clair 08/04/2000 11:58 AM

To: Russell Diamond/HOU/ECT@ECT
cc: Tana Jones/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT
Subject: Re: Engage

Russell:
I am working with Tana on the Engage US amendment. There should be no open
issues, but before I left I sent some e-mails to Luke Mickum, their attorney
which he never responded to.

Tana,
Please ask Mary Cook to review the Engage Canada Guaranty from West Coast.
The comments that I made to the other Engage Guaranty which I have forwarded
to you should apply here. Has their attorney in Canada responded to the
Engage Canada amendment? The latest draft of the Engage US amendment and the
latest draft of the Engage Canada amendment I believe is still on your system
and should be in the file, but you and Mary should both follow up with their
attorney based on the e-mails that I sent to him which I have forwarded to
you.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com

Russell Diamond
08/03/00 02:34 PM

To: Carol St Clair/HOU/ECT@ECT
cc:
Subject: Engage

Hi Carol,

Hope you and you newborn are doing well? I am not sure what work issues you
are handling, if any, but I would like to ask you if you have any further
information on Engage. I think Tana Jones may have been speaking to you on
this issue. I have received a guaranty format from Westcoast Gas Inc. to
cover Engage Energy Canada LP. They are waiting on our review before they
issue the executed document. Tana has a copy of this. Also, I would like to
know what outstanding issues we have with the Engage US and Canada ISDA
amendments so I can go ahead and work to finish them up.

Hope all is well,

Russell