Pablo:  I am forwarding this message that I send to Patricia last week.  She 
may be out of town or otherwise engaged.  Would it be possible for you (or 
someone else in the firm) to respond to my two questions?  I only need a 
short explanation.  If you need to reach me, my telephone is (713) 853-5620 
and my fax is (713) 646-3490.  Thank you for your assistance.  Regards.  Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 03/22/2000 
09:10 AM ---------------------------


Sara Shackleton
03/15/2000 08:55 AM
To: pla@marval.com.ar
cc:  
Subject: Meeting in BA

Patricia:  I can't thank you enough for arranging the many meetings and 
introductions for the Enron legal group.  Lynn and I are extremely grateful 
as it made our lives much easier and our jobs much more productive.  As 
always, I am impressed with the variety and number of individuals with whom 
you are so well connected.  At the moment, we are trying to finalize an 
internal memorandum addressing the breadth of the tax issues currently 
affecting our business in Argentina.  I would appreciate your comment on the 
following two items:

(1)  Can you cite the law that provides the exemption or modification (not 
sure which it is) that "financial institutions" are taxed (Gross Receipts) on 
the spread?  Is it possible to see a copy? (I can probably have it translated)

(2)  I am unclear as to how the Stamp Tax would be calculated with respect to 
Argentine local parties to an ISDA Master Agreement (crossborder trades) or a 
local master swap agreement (local trades).  Execution of the master 
agreement itself does not evidence any transaction.  Even when any 
transaction is executed, you are unable to determine net payments owed by 
either party until termination of the deal.  Brent thinks that the tax will 
be based on the product of the [Fixed Price  X volume X term] even though the 
master agreement will merely provide for netting.  Can you verify?

Give my regards to Pablo.

I look forward to hearing from you.  Regards.  Sara