---------------------- Forwarded by Richard B Sanders/HOU/ECT on 03/03/2000 
09:03 AM ---------------------------


"Ronald Carroll" <rcarroll@bracepatt.com> on 03/02/2000 06:15:16 PM
To: <mary.hain@enron.com>, <richard.b.sanders@enron.com>, 
<tim.belden@enron.com>
cc:  
Subject: Additional Language


Richard,

As requested, below please find language that I recommend be included in the 
Settlement.  The first sentence preserves Enron's right to appeal the 
findings of an ADR proceeding that may emanate out of this matter to FERC or 
any competent court; as it turns out, this right is provided under Section 
4.1 of the PX's Dispute Resolution Procedures.  The second sentence is 
intended to preserve Enron's right in other proceedings (as we have done 
already) to challenge the legality of ISOs and PXs to conduct investigations 
such as the one that they have in this instance:

"Nothing in this Settlement prejudices or limits Enron's rights under Section 
4.1 of PX Tariff Schedule 9, Dispute Resolution Procedures, related to any 
ADR proceeding that may address the same subjects that are addressed in this 
Settlement.  Moreover, although Enron has agreed not to seek review of the 
decision and order issued by the Chief Executive Officer in this proceeding 
based upon this Offer of Settlement, nothing in this Settlement prejudices 
Enron's right in other proceedings to challenge the CalPX's right, under 
United States federal law, the Federal Power Act, the Administrative 
Procedures Act, and applicable FERC regulations and decisions, to investigate 
allegations of improper market behavior and to issue findings and impose 
sanctions related to such investigations."

Please let me know if I can be of further assistance.  Ron