Regards from Houston!  I hope you are well and busy.

I just wanted to follow up on our very productive meeting of September 21, 
1999.  Enron North America  and Enron South America  are still quite anxious 
to continue our analysis of the various components of financial trading.  I 
believe that you were going to prepare some type of matrix to help identify 
the various legal issues and practical aspects associated with financially 
transacting in Brazil.  We would then add tax and regulatory analyses to the 
possibilities.  If my memory serves me correctly, we had identified 
transactions by the Enron entity ("ENE") as follows:

1.  cross-border swaps
 (a)  ENE offshore FINANCIAL INSTITUTION and Brazilian entity
 (b)  ENE offshore (not financial institution) through CC-5 Account with 
authorized Brazilian bank and Brazilian entity

 NOTE:  enforceability issues with 1(b)

2.  local swaps
 (a)  ENE onshore entity and Brazilian FINANCIAL INSTITUTION (or ENE onshore 
FINANCIAL INSTITUTION and Brazilian resident)
 (b)  ENE onshore entity and Brazilian entity (not financial institution) 
registered with the BM&F or CETIP through intermediary

 NOTE:  compliance with existing regulations as to specific reference 
products is required as to 2(a) and 2(b)

3.  "pure" OTC swaps
 (a)  ENE onshore entity and Brazilian onshore entity
 (b)  ENE offshore entity and Brazilian offshore entity

 NOTE:  3(a) presents enforceability issues under Brazilian law and 3(b) 
presents no issues whatsoever

We look forward to your response as soon as possible and would also like to 
know when we may hear from you.  In connection with your response, please 
note that we are interested in the recent changes to the laws for acquiring 
banks (bankrupt or otherwise).

Regards to Marcelo and Jose Emilio.  Sara