Re: PG&E Core-Enron Can Agreement ,
 Charlotte, thank you for your E:mail of March 3, 2000.  

Firstly, I would like to apologize for my tardiness in responding to your 
various voicemails, but I trust that you will appreciate that there are many 
pressing matters which must be dealt with on an ongoing basis.  

Secondly, by way of background, the form of trading agreement which PG&E Core 
executed with Enron North America Corp. (which I understand was negotiated 
over a considerable period of time), was only provided to me recently and 
without my knowledge of its context.  For example, I was not aware that the 
trading agreement was, in essence, the same form executed between PG&E Core 
and Enron North America Corp., nor that it was the result of lengthy 
negotiations.  In any event, there may be a  fallacy (if I may use that term) 
in assuming that the terms and conditions of the agreement agreed to with 
Enron North America Corp. can be simply transposed to Enron Canada Corp.  For 
example, Enron Canada Corp., although a wholly owned subsidiary of Enron 
North America Corp., is a separate corporate and origination entity with 
separate commercial and legal contracting requirements.  Although it is fair 
to say that Enron Canada Corp.'s contracting requirements in large part 
mirror those of Enron North America Corp., there can be matters of 
significance where they differ.  Further, although we would tend to adopt the 
approach taken by our parent counterparts in negotiating a document, as a 
result of different internal reporting requirements, a negotiated position 
agreed to by Enron North America Corp. may not necessarily be agreed to by 
Enron Canada Corp.  Finally, there are operational, market, commercial, 
taxation and legal differences which often vary between Canadian and U.S. 
jurisdictions which simply mandate changes to the agreement.  These, for 
example, can include, applicable indexes, index reporting, units of 
measurement, business day and payment date concepts, currency, energy content 
measurement, applicable taxes, applicable insolvency law and provisions, 
compliance with applicable laws and regulations, transaction and confirmation 
procedures, nomination and delivery procedures, the scope and consequences of 
force majeure, events of default, dispute resolution and governing law.

In short, Enron Canada Corp. will need to review the agreement for its own 
account and make sure that the foregoing are adequately addressed.  As 
always, we will try to do so as expeditiously as possible, and with a view to 
minimizing our comments or concerns.  We just have not yet simply had the 
opportunity to do so.  

I have passed the agreement along to my colleague, Mark Powell, who is 
available at 403-974-6708, and Mark will get back to you after he has had an 
opportunity to review the agreement.  As I noted, we will attempt to complete 
this review with as little disruption to the form agreed to between PG&E Core 
and Enron North America Corp.  

Regards, 

Peter C.M. Keohane
Assistant General Counsel and Secretary





"Baxter, Charlotte" <CRB0@pge.com> on 03/03/2000 11:33:09 AM
To: "'peter.keohane@enron.com'" <peter.keohane@enron.com>
cc:  
Subject: PG&E Core-Enron Can Agreement


Peter:
As we have been playing telephone tag,  I thought an e-mail might benefit.

Our executed Agreement with Enron North America Corp. was negotiated with
Dan Hyvl (Houston), it was my understanding when we began negotiations (with
Dan) that such provisions negotiated in the Enron (US) agreement would serve
for the Enron Canada Agreement.  Two originals of the Enron Canada Agreement
were sent to Dan Hyvl.  Dan indicated he had forwarded the agreement to you
for final review prior to execution.

I have attached the Enron agreement for your review (changes noted in blue
were initiated by Enron (US).  We are anxious to execute our agreement with
Enron Canada as this would conclude years of pending negotiations and
expedite our opportunity for trading via EnronOnline.

Please call/e-mail to discuss.

Charlotte Baxter
(415) 973-6720
 <<ENRONCanadaCorp.5763.doc>>



 - ENRONCanadaCorp.5763.doc
crb0@pge.com