Re: JOINT DEFENSE AGREEMENT.WPD

The Joint Defense Agreement looks good,except for the application of Florida
law. Have you looked at Fla. law?

With respect to limitations on possible claims, you have a good point. Please
look at the limitations issue in light of what you know. An extensive review
of the depositions doesn't seem warranted to me. I would also suggest we
enter into a Tolling Agreement w/ Power systems ASAP. Call me to
discuss--853-5587

"John Barr" <jbarr@bracepatt.com<
10/26/2000 01:59 PM

To: <richard.b.sanders@enron.com<
cc:
Subject: JOINT DEFENSE AGREEMENT.WPD

Attached is the Joint Defense Agreement from Shook, Hardy & Bacon with my
comments in redline. This agreement was sent to us to allow Enron access to
the Power Systems' attorney's opinion regarding whether the proposed redesign
for the New Albany and Doyle turbines might infringe GE patents.

My comments are intended to preserve Enron's rights to bring any claims that
it may have against Power Systems. Do we have any other agreements of this
type with Power Systems? Some claims that Enron may have against Power
Systems such as claims for breach of warranty may have limitations periods
that are approaching. I believe we have discussed having Bracewell review
the depositions and any documents related to the installation of the
allegedly infringing systems into Enron's facilities. Please advise if you
would like for us to undertake this review and ensure that any claims that
Enron may have are protected.

Thanks.

- JOINTDEF.WPD