Re: Power GTC Status

I am attaching the latest draft of the gas GTC for your review. Please note
that in discussions with Rolo and Guillermo yesterday that we determined that
we cannot call the gas product "firm" from a regulatory standpoint since we
do not plan to have firm transport and firm gas for all delivery points at
all times. Additionally, I have started to redraft the damages clauses to
account for the fact that we may be the defaulting party and that certain of
our customers may not be able to purchase replacement gas or fuel on a spot
basis if we decide not to deliver on any given day. (For that matter we may
not be able to resell gas on a spot basis if the counterparty does not take
on a given day.) Rather than leave this situation ambiguous in the damages
section we thought it better to address the issue up front.

Julian and I met today on the power GTC and have generated more questions
than answers at the moment. Julian, Andrea and I will need to work next week
on coming up with the next draft. The key to the next draft is the
involvement of both Julian and Andrea. Because of the unique Argentine
issues in drafting the GTC I will not be able to do much more than raise
questions and issues (and trying to clarify commercial positions) as I was
doing today with Julian. I understand that Andrea may not be able to be in
Houston the beginning of next week but I would recommend that she come back
up Wednesday or Thursday and that perhaps Julian come to Houston Thursday
after his trip to London to help put the documentation to bed. We are
working on this as fast as we can but there are some open issues that will
effect how the documentation will be drafted. Julian can fill you in on some
of the details we were working on today.

Mark Taylor and I were on a conference call this morning with outside counsel
discussing how to structure your online products so they conform to the way
the rest of Enron is doing Online business and we should have the relevant
legal risks for Mark's consideration identified by counsel on Wednesday.

Let me know if you have any questions.

Here is the last draft of the product description for gas.

Michael Guerriero
10/13/2000 12:33 PM

To: Brent Hendry/NA/Enron@Enron, Andrea Calo/SA/Enron@Enron, Julian
Poole/SA/Enron@Enron
cc:
Subject: Power GTC Status

In that now it is Friday afternoon please brief me on the status of this
document. When should I expect to receive the next draft.

MFG
---------------------- Forwarded by Michael Guerriero/SA/Enron on 10/13/2000
02:36 PM ---------------------------

From: Michael Guerriero 10/12/2000 07:12 AM

To: Brent Hendry/NA/Enron@Enron, Andrea Calo/SA/Enron@Enron, Julian
Poole/SA/Enron@Enron
cc:

Subject: Power GTC Status

I am greatly concerned that the status of the power GTC is going to hold us
up at this point. I am aware you are all working on it today and Monday but
as far as I can see this document is only about 20 % done. Please put the
necessary time and attention into completing this document. I would like to
see a the draft distributed after Julian and Brent have worked on it today.
I will submit my comments this weekend in advance of the Monday work session
with Andrea.

MFG