IBJ - ISDA

Dear Sara,

... yes we are still going on this - I hope you had a nice holiday in
California after the Legal Conference. I really enjoyed meeting and chatting
with you on the Thursday evening.

We are almost done - with our office opening and all the other Enron things
which have been going on over the last week together with the Japan ISDA
seminar series - all parties got a bit distracted ... but just a few more
questions I think.

1. When we spoke over the phone some time ago, you noted that there is no
submission to jurisdiction clause in the draft we used and were going to
check with Mark H. whether this was because we were happy to have exclusive
NY jurisdiction. I wonder what you think about his now, do we need to make
an amendment before we finalize the agreement?

2. You were going to check the Waiver of Jury Trial provision they want to
include against Enron's form of clause. Was it OK?

Thanks Sara.

Jane

Jane McBride
Senior Legal Counsel
Enron Japan Corp.

Otemachi 1st Square Bldg.
West 11th Floor
1-5-1 Otemachi, Chiyoda-ku
Tokyo 100-0004
Japan

URL: www.enron.co.jp

Tel.: 81-3-5219-4500 (Main)
81-3-5219-4553 (Direct)
Fax: 81-3-5219-4510

Assistant (Maggy Yamanishi)
Tel.: 81-3-5219-4554
Email: Yo.Yamanishi@enron.com