Dear Steve:

As per your voicemail, I have reviewed the agreements between Enron Corp. and Kissinger Associates, Inc. and Enron Corp. and McLarty International, LLC.

I agree with your assessment that Enron can not legally terminate the agreement with Kissinger Associates, Inc. until May 20, 2002.

I also agree that we can terminate the relationship with McLarty International, LLC upon thirty days written notice.

Thus I have prepared two letters:
	
	1.  Letter from you to Mr. McLarty advising of Enron's termination of the Agreement effective November 21, 2001.  It needs to be sent tomorrow, November 21, 2001. 

	2.  Letter from Mr. Lay to Ambassador Paul Bremer advising of Enron's termination of the Agreement effective May 20, 2002.

I have tried to soften our standard notice.  Please revise each letter as necessary.  As per your voicemail, I will be happy to "tickle" the  letter to Ambassador Bremer until April, 2002.  However, I did not find any language in the Agreement which would prevent us from providing notice of termination at this time.

Thank you.

Sharon