Carl,

Thank you for your e-mail yesterday re the GISB agreement.   To finalize this 
agreement we would  include the following  in our Special Provisions:

 GPU Service, Inc. is  authorized agent acting for and on behalf of Jersey 
Central Power & Light Company, dba GPU Energy  (the "Operating Utility") 
pursuant to the  Agency Agreement, dated________, by and between GPU Service, 
Inc. and Jersey  Central Power & Light Company.   

Buyer shall pay Seller the Contract Price regardless of whether the 
applicable state public utility commission[s] allow for the amounts paid by 
the Operating Utilities to the Service Company pursuant to the Agency 
Agreement to be recovered in customer rates.  Furthermore,  GPU Service, Inc. 
represents and warrants that: (a) the Operating Utility is duly organized, 
validly existing, and in good standing under the applicable laws of the 
jurisdiction of its formation; (b) the execution, delivery, and performance 
of this Agreement are within the scope of its agency for the Operating 
Utility pursuant to the Agency Agreement; (c) the Agency Agreement is in full 
force and effect and represents a valid and binding obligation of  the 
Operating Utility to accept and pay for the goods and services being obtained 
by the Service Company under the Agency Agreement; (d) the Operating Utility 
has all regulatory authorizations necessary for the Operating Utility to 
legally perform its obligations under this Agreement and the Agency 
Agreement; (e) the Operating Utility will be responsible for the obligations 
incurred under this Agreement on the Operating Utilities behalf by the 
Service Company as its authorized agent.  

GPU Service, Inc. as agent for Jersey Central Power & Light Company has 
obtained all necessary or appropriate consents, commitments, and undertakings 
from the Operating Utility to assure the foregoing representations and 
warranties. 



Finally,  did I provide you with our Special Provisions? If not, please let 
me know.    Upon your review of the above, please give me a call to discuss.


Regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490