Dear Sara,

I am not sure of what the relevant considerations are for selecting a 
governing law for an internal agreement but if EJ agrees to NY or Texas then 
this should work, particularly given the identity and location of the 
counterparty and the location of the head office of Enron Corp.  

Hope this is helpful.

Jane McBride

Tel.:       81-3-5219-4500 (Main)
            81-3-5219-4553 (Direct)
Fax:        81-3-5219-4510




	Sara Shackleton@ECT
	2001/02/17 08:45
		 
		 To: Jane McBride/AP/Enron@Enron
		 cc: Mark Taylor/HOU/ECT@ECT, Alan Aronowitz/HOU/ECT@ECT, Susan 
Musch/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
		 Subject: Representative Agreement between Enron Japan Corp. and Enron North 
America Corp. (the "Services Agreement")

Jane:

Susan is trying to revise the Services Agreement once again and the 
"governing law" issue was raised.  I do not have any memoranda addressing 
which choice of law would be binding on Enron Japan Corp.  However, I note 
that the draft ISDA marked by our Japanese counsel for use by Enron Japan 
Corp. and IBJ elects New York law (AA email to me dated 9/21/00).  Are either 
Texas or New York law preferable for the Services Agreement? 

Thanks for your assistance.  Regards.


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com