<<0071988 RESO Enron.doc>>

Dan:

First, I've attached the proposed resolution which authorizes the City
Manager to execute the Enfolio agreement.

More importantly, I need to inform you that our senior management has
reviewed the referenced contract; I have been asked to present additional
changes to the agreement for Enron's consideration and to raise questions
about certain of its terms and conditions.

Let me start from page 1, top to bottom, and proceed to the end of the
exhibits.

1.  There is the word "DRAFT" above the title of the Enfolio agreement which
should be deleted.

2.  The introductory paragraph, line 5, should not contain the words "1st of
January, 2001."  It should be left blank, until the parties have signed the
contract.  Otherwise, the City will be in breach as of the date it signs the
contract, because Article 2, section 2.1 requires the City to proffer the
to-be-approved-by-Council resolution as of 1/1/01.

3.  Article 2, Section 2.4, line 2.  The City (Customer) wants Enron
(Company) to confirm every recorded telephonic Transaction, as defined.
Therefore, the City requests the word "may" should be changed to "shall."

4.  Article 3, Sections 3.1 and 3.2, first sentence:   Buyer's Requested
Quantity refers to the DCQ or MaxDQ.  Seller's failure to Schedule the
Buyer's Requested Quantity shall constitute a Seller's Deficiency Default.
How does a Maximum Daily Delivery Point Quantity fit into a Seller's
Deficiency Default if the Buyer's Requested Quantity does not include a
Maximum Daily Delivery Point Quantity?  What is the reason for the omission?

5.  Article 4, Section 4.1, lines 15 and 23:  Line 23 refers to "reasonable
attorneys' fees" yet line 15 refers to "attorneys' fees."  To be internally
consistent, line 15 should say "reasonable attorneys' fees."

6.  Section 4.1, right hand column, lines 3-4.  A statement showing the
determination of the Termination Payment will be prepared.  It's unclear
whether the City is entitled to review and challenge the determination
before a dispute is referred to arbitration.  The City should be entitled to
receive a copy of the determination and to question it before it is
obligated to pay the Termination Payment.  Please clarify, or permit the
City to exercise these rights.

7.  Section 4.2(iv) specifies that a Triggering Event will exist if a
bankruptcy petition is undismissed within 30 days.  Is this (under
bankruptcy laws) the minimum period of time within which one may seek
dismissal of a bankruptcy petition?  Please refer to the 11 USC section that
backs up this provision, or change to 60 days.

8.  Section 4.2(v) and (vi):  Please change "30 days" to "5 days."  The City
is concerned with the number of days that Enron may be permitted to fail to
Schedule before a Triggering Event is triggered by Enron.

9.  Section 4.2(ix):  this language discusses a default by Enron Corp.
(ENA's parent?), but no mention is made of ENA's default in this regard?
Please explain.

10. Section 4.5, line 4:  Is "a Company" supposed to refer to "the Company"
?

11. Article 5.  The City is uncomfortable with the force majeure provision
as drafted.  It states that the parties must perform even if a FM event
(earthquake) would prevent either or both parties from performing with the
60-day period stated therein.  There is no such limitation under California
law in the absence of a contract provision to the contrary.

12.  Article 7, Section 7.2:  Could Enron translate the last sentence?  We
don't understand it.

13.  Appendix "1":  Act:  Please explain why Section 3 is referred to?

14.  Appendix "1", Claims, line 4:  Please add "reasonable" before
"attorneys' fees.

 15.  Appendix "1", GAAP:  This should read: "GAAP means generally accepted
accounting principles, consistently applied, with respect to Company, and
governmental generally accepted accounting principles, consistently applied,
with respect to Customer."

16.  Appendix "1", Interest Rate:  Please delete "two percent over".  The
City has a AAA bond rating, therefore, the  City believes the 2% over prime
should not apply to it.

17.  Appendix "1", Material Adverse Change:  What does Enron believe the
City's Net Worth to be?  The $400 million threshold is mentioned.  Also,
what is ENA's bond rating?  Is "BBB-" an investment grade rating?

18.  Representations and Warranties:  Because we have agreed that the
opinion of counsel will not be required, the reps and warranties are being
deleted.  But the "Representations and Warranties" is nevertheless included
in the agreement.  Item (i) should be deleted, because the City has not
undertaken a court search as is our custom and practice whenever we issue an
opinion.  We would like to delete "and (vii) it is not ... Party."

19.  Operational Flow Orders, line 8:  Please add "reasonable" before
"attorneys' fees."

20.  Financial Matters, line 8:  What is meant by "to the extent it has a
legal right of access thereto and/or ...etc."

21.  Arbitration, Disputes to be Arbitrated.  We do not as a matter of legal
policy agree to arbitration, but we will mediate disputes.  Is Enron
amenable to mediation?  This process is less formal and less costly in my
opinion.

22.  Authority for Transactions.  Staff would like the Agreement to include
a list of employees for Company and Customer who are authorized to trade on
behalf of their employers.  Could a statement be added to this section to
this effect?  Then, we could attach the list(s) as an Exhibit C.

Thank you so much for considering these issues.  There are others which I
hope to receive from staff next week and which I will forward to you for
response.

Look forward to hearing from you soon.  I will be out of town after today
until Wednesday, March 7.

Sincerely,

Grant Kolling
  -----Original Message-----
  From: Dan.J.Hyvl@enron.com [mailto:Dan.J.Hyvl@enron.com]
  Sent: Tuesday, February 27, 2001 6:16 AM
  To: grant_kolling@city.palo-alto.ca.us
  Cc: Kim.Ward@enron.com
  Subject: Re:  Enfolio Master Firm Purchase/Sale
Agreement

   << File: 2001-002ctr.doc >>
  (See attached file: 2001-002ctr.doc)

  Grant,
       I have incorporated the language you provided to me in
the attached
  document.  I have been informed by the Corporate Secretary's
office that
  they will issue a Certificate of Incumbency showing that the
person
  executing the contract for ENA is authorized to execute
contracts for ENA.
  No other party signs as to form or terms, however, the
officer executing
  for ENA will require that the deal person and I initial on
the line next to
  his signature.  I have reviewed the proposed draft
resolution.  ENA will
  accept the enacted resolution and will not require that the
City Attorney
  issue an opinion.  If the attached contract is acceptable,
please print off
  2 originals, have them approved, signed and forward to me
for ENA's
  approval and signature.  Once the contract is fully
executed, I will return
  one fully executed original to you for the City's file.

 - 0071988 RESO Enron.doc