Attached is a revised draft from the January 19th draft of the Representative 
Agreement.  (I have now moved to the Enron 
Building and am on the road to recovery again with more antibiotics.)

Below is a list of the items that we previously discussed needed changing:

1. Section 2 - Modify the phrase "in writing" to indicate that this will not 
be done on a daily basis.
2. Section 5 - 
a. As in Section 2, modify the phrase "in writing" to indicate that this will 
not be done on a daily basis.
b. Change "Each" at the beginning of the second sentence to "The."
3. Section 8 - Change the word "will" to "may" in the second sentence.
4. Section 13 - Change the governing law as appropriate.   
5. Section 17 - Change "Rebecca A. McDonald, Managing Director" to "Joseph P. 
Hirl, President and Chief Executive Officer."
6. Signature Line - Change signature line to conform to point 5.
7. Schedule 1 - Make various changes to the schedule.

Hopefully, I have addressed most of these issues.  After re-reading section 
2, I didn't make any changes because it does not specifically provide that it 
must be in writing on a daily basis.  Also, note that the governing law 
question is still being addressed.  We need to further discuss Schedule 1.  
This is because (1) I understand that this is the standard ENA language for 
such agreements, and (2) I have received advice from PWC-Tokyo indicating 
that there are PE risks with the current language (e.g., before the insertion 
of the language we discussed).

Please let me know when you're available to discuss this next week.

Best regards,
Susan