We have received the following executed documents from counterparty:  1.
First Amendment to ISDA Master Agreement dated as of 04/27/99 between ECT  and Engage Energy US, L.P. (i) making certain changes to setoff provisions  and (ii) changing Counterparty's exposure threshold; and  2.
ISDA Master Agreement (Multicurrency-Cross Border) between ECT Canada and  Engage Energy Canada, L.P. executed 05/03/99, effective as of 01/31/97.
Copies will be distributed.

Engage Energy US and Canada