Attached please find an electronic file containing a memorandum to file I
prepared after reviewing materials provided me by Peggy Banczak and Rogelio
Lopez-Velarde and following a meeting I had in Washington, D.C. on Monday of
this week with Peggy, Rogelio and Lic. Jorge Canals, an Amparo specialist
who has been representing Enron's interests in the Amparo proceedings.

As Joe Dilg indicated to you we are not Mexican lawyers and therefore cannot
give an opinion on the likelihood that the Mexican Appeals Court will uphold
the dismissal of the Enron-Vitro Amparo entered by the District
Administrative Court.  Nonetheless, I thought Lics. Lopez-Velade and Canals
had a very good understanding of the matter and well-reasoned views
concerning the likelihood that the dismissal would be overturned on appeal.
As indicated in my memorandum they consider the most likely outcome of the
appeal will be confirmation by the Appeals Court of the dismissal entered at
the trial court level.  I have known Lic. Lopez-Velarde for many years and
consider him a competent thoughtful lawyer.  I met Lic. Canals for the first
time Monday and was favorably impressed by him.  He comes highly recommended
by Lic. Lopez-Velarde.

The plaintiff in this matter has brought five other almost identical Amparo
suits against various energy permit holders.  Four of those suits have been
dismissed and their dismissals upheld on appeal.  Dismissals have also been
entered by District Administrative Courts in the Enron-Vitro Amparo and the
one other Amparo proceeding brought by plaintiff of which Mexican counsel is
aware.  Appeals of both those dismissals are pending.  Because of the
workings of the Mexican judicial system, the earlier Appeals Courts
decisions upholding the dismissals entered by District Administrative Courts
of the other four Amparo proceedings brought by the same entity that is the
plaintiff in the Enron-Vitro Amparo proceeding have no stare decisis effect,
but they do have persuasive value.

I am providing your assistant a copy of this message in the event you do not
have access to your E-mail.  Thank you for the opportunity to work on this
matter with Peggy and your Mexican counsel.  If you wish to discuss any
aspect of it with me, my direct line is 713-758-2518.
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 <<Memorandum to file.DOC>>

 - Memorandum to file.DOC