I have received the Unanimous Written Consent of the Board of Directors of 
Enron North America Corp. dated 11/10/99 appointing Dale Neuner and Robert 
Shults as agents and attorneys-in-fact to execute Password Applications on 
behalf of the Company  for online trading.  The original Consent will be sent 
to Kate Cole for inclusion in the corporate minute book and copies will be 
sent to Dale and Bob.

When signing the Password Applications, Dale and Bob should sign them as 
"Agent and Attorney-in-Fact".  In the absence of Dale or Bob, any V.P. or 
above can sign Password Applications (with initials from Legal).

If you have any questions, please do not hesitate to call me.