David Spradlin has reviewed the attached language and agrees with all of it.
We can cross another clause off the list.

Steve Swift

-----Original Message-----
From: Scott.Dieball@enron.com [mailto:Scott.Dieball@enron.com]
Sent: Tuesday, May 29, 2001 7:33 PM
To: John.G.Rigby@enron.com; Sheila.Tweed@enron.com; Kay.Mann@enron.com;
Matthew.F.Gockerman@enron.com; Lisa.Bills@enron.com;
Bill.Williams@enron.com; Roseann.Engeldorf@enron.com; Swift, Stephen L
(PS, CommOps); Barnas, Michael C (PS, Legal); Thompson, Peter J.
Subject: Re: World Hunger - Tax Clause Revisions



Attached below for everyone's review is suggested redraft of tax provisions
(Sections 5.2.1-5.2.3) of the std. contract based on our conference call
with GE and Enron tax folks (Dave and Matt) earlier today.

Steve - Please forward this Email to Dave (if necessary) as I do not have
his Email address.

Matt - If you have any further comments to the revised text, please give
John or myself a call so that we can include your thoughts in our
conference call with GE tomorrow at 1:30 CST.

(See attached file: GE - Taxes-Section 5.2.1-5.2.3.doc)






John G Rigby

To:     Scott
Dieball/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
05/29/2001           cc:

02:33 PM             Subject:     World Hunger - Tax
clause revisions May 29th AM








----- Forwarded by John G Rigby/ENRON_DEVELOPMENT on 05/29/2001 02:33 PM
-----


John G Rigby

To:     Matthew F
Gockerman/HOU/ECT@ECT,
05/29/2001           stephen.swift@ps.ge.com@ENRON

11:26 AM             cc:

Subject:     World Hunger - Tax
clause revisions May 29th AM





Attached is a file containing Section 5.2.2 and 5.2.3  where I have
attempted to clarify the intent of each clause.  Steve- Matt has not have
the opportunity to review this.

(See attached file: Section 5-2-2 & 5-2-3.doc)