Here is a proposed modification of the indemnification language based on our
telephone conversation earlier today:

5. Indemnification. Company represents that it is a successor corporation to
Enron Milford, Inc. and that the Certificate of Incorporation of Enron
Milford, Inc. on file in the Division of Corporations Files of the Secretary
of State, State of Delaware, applies to Company. Company further represents
that it will act in good faith in investigating and making a determination
with respect to any claim for indemnification made by Consultant pursuant to
the provisions of the Certificate of Incorporation should an indemnifiable
event arise.

Let me know what you think. Thanks.

Bonnie J. White
Enron Litigation Unit
1400 Smith St., Suite 4824
Houston, TX 77002
Ph: (713) 853-7244
Fax: (713) 853-6576