---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on 
11/19/98 03:17 PM ---------------------------


Brent Hendry@ENRON_DEVELOPMENT
11/19/98 12:28 PM
To: Mark - ECT Legal Taylor@ECT
cc:  
Subject: Indemnification

I wanted to run this agreement by you before I sent it to Randy.  The 
Directors and officers of Argentine companies have joint and several 
liability to the shareholders and third parties for their acts as directors 
and officers and therefore what often happens is that the companies agree to 
indemnify them as long as they are acting within their scope of employment.  
I have created this form out of several documents I have run across and 
wanted to know if it looks reasonable.  I will also check into whether it 
needs to be approved by the shareholders and whether an Argentine company can 
even agree to indemnify its directors and officers in advance of any action.  
Please let me know what you think.