Attached is an initial draft of an Agreement between the Power Systems 
entities and Enron regarding the General Electric Settlement Agreement.

Please call Cle at (713) 221-1314 or me at (713) 221-1131 with your questions.

Thanks.

Scott L. Miller
Bracewell & Patterson, L.L.P.
Phone (713) 221-1131
Fax (713) 222-3242
email:  smiller@bracepatt.com

 - #1195806 v1 - AGREEMENT.doc