Engage Energy America LLC - Enron Power Marketing Inc. EEI Master ,
 Carol,  

This is the last correspondence I show with Engage on behalf of Janice (other 
than guaranty correspondence) and I can't even find these attachments in her 
directory.  Paul Radous was under the assumption this was executed.  He is 
calling George Wood to see if Woody has spoken with them.  Paul said this is 
of utmost priority and I will put Janice's file in your in-box.

Thanks for your help,
Genia


----- Forwarded by Genia FitzGerald/HOU/ECT on 05/16/2001 10:04 AM -----

	Janice R Moore
	03/28/2001 02:48 PM
		 
		 To: deb.robinson@engageenergy.com
		 cc: George Wood/Corp/Enron@Enron, Genia FitzGerald/HOU/ECT@ECT, Rhonda L 
Denton/HOU/ECT@ECT, Paul Radous/Enron@EnronXGate, 
peter.fregeau@engageenergy.com
		 Subject: Engage Energy America LLC - Enron Power Marketing Inc. EEI Master

Deb:
Attached are Enron's revisions to the draft Cover Sheet and Supplement that 
you submitted to us.  Peter Leier asked me to work with you on progressing 
this master in his absence.  
Please note that the credit provisions reflect the discussions that each of 
our credit departments have had over the last several months.  The guarantees 
referred to here have already been negotiated in the context of another deal 
(which will be brought under the umbrella of this Master when it is 
executed), and they are due to be executed and delivered by each party very 
soon.  We have included our standard provision that will bring all 
outstanding transactions listed on  Attachment A under the terms of the EEI 
MAster, but we have not included an attachment yet b/c there may be several 
outstanding transactions by the time we execute this master.  
Also note that my comments have borrowed heavily on the provisions of the 
ISDA agreement and schedule that I understand is being executed this week 
between Engage and Enron North America Corp.  For example, you had checked 
the box on the Cover Sheet electing sec. 2.4 to apply, but that provision 
would be inconsistent with the ISDA Schedule 5(e).
We believe it is preferable to follow the basic structure of the EEI 
documentation as other industry members are doing, leaving the "boilerplate" 
Master unmarked and putting all the changes at the end of the Cover Sheet, 
and so that's where you'll see the standard language that Enron adds to the 
Master.  We believe that, true to the bilateral nature of these arrangements, 
such changes benefit both parties.  Rather than attaching a separate 
Supplement, we would add to the Cover Sheet the changes you proposed in the 
Supplement after we've negotiated those changes.  
Please call me with any questions or comments.


Regards,
Janice

EB3811
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-3490)
carol.clair@enron.com