Gary,

Thanks for your e-mail of 4/9/01.  We cannot agree to the suggested language 
regarding arbitration in Section 13.  We will of course agree to New York as 
jurisdiction.  

Please let me have your thoughts on how you would like to proceed.  

Regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490