Enron Agreements

Nanette/Lee -

Thanks again for spending the time earlier today to review this matter.

Based upon our conversations, I have revised both agreements to reflect the
general concepts discussed. Since I take no pride in authorship, if
wordsmithing needs to be done that is fine, but I hope I have at least hit
the concepts accurately. The attached blacklined documents have incorporated
the changes reflected in my draft of 3/29/01. The clean drafts incorporate
all changes from prior versions and the changes I made this evening.

Since both Bob and Michael will be reviewing these documents in the morning,
it is possible they may have some additional comments. Accordingly, I must
reserve the right to propose additional changes - if deemed necessary by
either Bob or Michael.

Please review these at your convenience.

Thanks again for the cooperation.

Mark
Senior Counsel, ENA
Phone: 713-345-8897
Facsimile: 713-646-3940
E-Mail: Mark.Greenberg@enron.com