Subject: AEC Agreements
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Fri, 23 Mar 2001 09:47:00 -0800 (PST)

Gerald,

I am attaching AEC's form of guaranty used for AMUS / ASHSI / WGSI as
promised.

To clarify the entities and contracts we were referring to today, I offer
the following background information

AEC Marketing [in Canada] and AEC Marketing (USA) Inc. [in the U.S.] market
all the North American production for the corporation.  We also purchase and
sell gas as part of our mitigation strategy.

AEC Storage and Hub Services a business unit of Alberta Energy Company Ltd.
[in Canada] and AEC Storage and Hub Services Inc. [throughout the U.S.] and
Wild Goose Storage Inc., in California (governed by the CPUC), purchase and
sell gas to optimize their storage positions.  They are not concerned with
produced gas at all.

None of us are mandated to do financial deals / swaps under anything other
than an ISDA agreement, all of which are in the name of Alberta Energy
Company Ltd.

Our credit is handled at the corporate level.

Regarding Contract Issues:

Each of AEC Marketing and AEC Storage and Hub Services a business unit of
Alberta Energy Company Ltd. have a Master Firm Gas Purchase/Sale Agreement
in place with Enron Capital & Trade Resources Canada Corp., now Enron Canada
Corp.  The AEC Marketing agreement is dated March 5, 1997.

* we want to replace these agreements based on the terms agreed to in
our current discussions with you
* these are the contracts that we have requested be issued in draft
format so that we can see the differences between the Enron Canada and Enron
NA forms, and that hopefully Russell will advise the Canadian office to
issue come Monday
* these agreements are very close in content to your previous ENFOLIO

AEC Marketing (USA) Inc. has an ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT
in place with Enron Capital & Trade Resources Corp., now Enron North America
Corp., also dated March 5, 1997.

We need to put an ENFOLIO in place between Enron North America Corp. and
each of AEC Storage and Hub Services Inc. and Wild Goose Storage Inc.  As
Daniela advised during the conference call, Debra Perlingiere had forwarded
the draft ENFOLIO's some time ago.

* all three U.S. agreements will be based on the language we negotiate
and agree upon in our current discussions, with obvious differences due to
our business requirements
* as advised by Daniela, there are or have been deals under at least
one of the entities that she handles, so the definitions of Confirmation
Notice and Transaction Agreement will have to be worded so that those deals
are pulled under the ENFOLIO.
* for AMUS, we can agree to move all the deals from the March 5/97
ENFOLIO under the new ENFOLIO by way of an Amending Letter

I hope this helps clarify our situation somewhat.  I will be in touch again
on Monday with regard to the follow up call on the outstanding issues.  If
you do get any answers on your end please forward the information so that we
can discuss on our end prior to that call.

Thanks so much.  Hope you have a good weekend.

Ann

 <<marketing guarantee ksm feb.01.doc>>

 - marketing guarantee ksm feb.01.doc