Enron Corp. Guaranty/Japan

Clement-

The commercial folks here are anxiously awaiting the final approval of the
Japanese ISDA documentation. There are deals on the horizon and we need to
have our documentation in order.

Please respond as soon as possible.

Thanks,

John
----- Forwarded by John Viverito/Corp/Enron on 08/28/2000 11:56 PM -----

John Viverito
08/24/2000 01:10 AM

To: Clement Abrams/Corp/Enron@ENRON
cc: Mark Taylor/HOU/ECT@ECT
Subject: Enron Corp. Guaranty/Japan

Clement-

I am temporarily based in Tokyo and have been working with Mark Taylor to put
together our ISDA related documentation for use in Japan with Japanese
counterparties.

With regard to the Enron Corp. guaranty, it is believed that utilizing New
York law, as opposed to Texas law, may be more palatable (based on local
market practice) for the Japanese counterparties. Therefore, I would like to
obtain your view in doing so. Attached hereto, is a draft of the guaranty
for your reference (this particular draft has been prepared for The Mitsui
Marine and Fire Insurance Co., Limited).

Thank you for your kind attention to this matter.

Best regards,

John Viverito