Sara:

As per your negotiations with Corinne Samon, please find attached below both a
black-lined copy of the negotiated Futures Account Agreement as well as a 
Clean
copy.
(See attached file: Enron Corp ... JPMorganFuturesBlklned033001.doc)(See
attached file: Enron Corp ... JPMorganFuturesCLEAN033001.doc)
Please execute and send back to me via facsimile & courier at your earliest
convenience.  Also, please be sure to send back all ancillary documentation 
that
is required.  (See my note to you on 01.05.01)

Regards,
Tom Alterson

JP Morgan Futures Inc.
60 Wall Street, 41st Floor
New York,  NY 10260-0060
Tel. (212) 648-4315
Fax (212) 648-5347


Thomas P Alterson
01/05/2001 04:02 PM

To:   sara.shackleton@enron.com
cc:   Michael C Schneider@JPMORGAN, Charles A Wheeler@JPMORGAN,
      di_vincenzo_glenn@jpmorgan.com
Subject:  JPMFI Futures Account Opening Documentation - Enron North America
      Corporation

Sara,

Please find attached below the documentation required for the opening of a
futures account with JP Morgan Futures Inc.

Included are:
(1) Futures Client Agreement
(2) Risk Disclosures
(3) Letter in Lieu
(4) W-9 Tax Form

(See attached file: ENRON NA CORP Client Agreement.doc)(See attached file: 
Risk
Disclosure Statement 12_05_00.doc)(See attached file: Letter in Lieu.doc)(See
attached file: fw9.pdf)

In order to a open futures account with JP Morgan Futures Inc. ("JPMFI"), you
must sign the attached
Client Agreement, and as regulations require, check each appropriate Risk
Disclosure acknowledgment box as well your preference of notification or
immediate liquidation.  Further, please complete and sign the W-9 form 
included
above.  You must also provide authorization for Enron North America 
Corporation
to open a futures account with JPMFI by either completing the attached Letter 
in
Lieu on your letterhead or by providing us with your own form of 
authorization.
Please note: if you use your form of authorization it should include the names
of the individual(s) authorized to sign the Client Agreement as well as those
authorized to place orders for the account.  Additionally, if there is an
advisor relationship whereby an advisor is placing orders on behalf of Enron
North America Corporation, please also provide this representation.

Please feel free to contact me with any questions or concerns.

Regards,
Tom Alterson

JP Morgan Futures Inc.
60 Wall Street, 41st Floor
New York,  NY 10260-0060
Tel. (212) 648-4315
Fax (212) 648-5347

 - Enron Corp ... JPMorganFuturesBlklned033001.doc
 - Enron Corp ... JPMorganFuturesCLEAN033001.doc
 - ENRON NA CORP Client Agreement.doc
 - Risk Disclosure Statement 12_05_00.doc
 - Letter in Lieu.doc
 - fw9.pdf