Consents of Contribution of Note ,
 Per your request, attached please find Written Unanimous Consents for each
of Enron North America Corp., Risk Management & Trading Corp. and ERMT LLC
with respect to the contribution of the promissory note made by ERMT Canada
Corp.

Please feel free to contact me with any questions.  You can reach 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 RMT [contribution of Note]) (See attached file:
601@01!.DOC)
(Resolutions of ERMT LLC [contribution of Note]) (See attached file:
601b01!.DOC)
 - 601801!.DOC 
 - 601@01!.DOC 
 - 601b01!.DOC
kbristor@skaddan.com