Memorandum on Issues Relating to Exchange Membership

Trena, attached please find a brief memorandum on the referenced subject. As
we discussed, this memo outlines the issues in very general terms. Some of
the legal concepts touched upon -- e.g., the exact nature of the fiduciary
relationship between a licensed broker and its customers -- are rather
complex, and would bear out very involved legal research and analysis in a
more detailed memorandum.

Mark Taylor has advised me that the legal department's approval of the
purchase of any exchange membership (clearing or non-clearing) will require
the personal approval of Mark Haedicke, the chief legal officer of Enron
Wholesale Services.

As always, please feel free to call me with any comments or questions.
Thanks -- Bob

Robert E. Bruce
Senior Counsel
Enron North America Corp.
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com