Dan, here is info on AMPS.  Some of these points should be included in deal 
documents.  Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 11/16/2000 09:34 
AM ---------------------------


Kathy Neal@ENRON
11/15/2000 04:48 PM
To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: AMPS


The CFO of Power Systems Manufacturing is  Wayne Garrett.

John Howton is forwarding your e:mail to Wayne's attention to review and 
answer questions.  Wayne and I both feel that this is a clean transfer of 
employees.  The story is as follows:

1.  They are payroll by ADP in Fort Lauderdale.  The representative is Sonia 
Vassell (954) 717-6975.  The code that they are currently using is PXU for 
processing payroll.  These employees are paid bi-weekly.

2.   Benefits = Health, Dental and Life in which Wayne does not have a 
problem with continuing to pay their benefits until the end of the year.  
This will allow us approximately 1 1/2 months to set the AMPS company up 
(effective 1/1/2001).

3.  Vacation is 15 days which include sick and vacation.  Wayne company will 
pay any accrued vacation given us a chance to determine how we want to 
structure vacation effective 1/1/2001.

4. 401K is administered by Fidelity.  There is not a company match.  So, we 
can figure out how  to handle 401k going forward.

5.  Disburse Power is the holding company that Wayne has set up to hold these 
employees until AMPS is established.

I asked John Howton who is responsible for getting the joint venture company 
"AMPS" set up and he will call me back with that answer.  Maybe you know the 
answer.

It seems to me that this is a clean set up.  We need to determine how we want 
to process their payroll, how to handle benefits and which policies we want 
to put in place for these employees.  John has a spreadsheet with employee 
information that he will forward to our attention. 

I know you will have more detailed questions and we will need to funnel 
everything through John Howton.

Let's schedule a time to discuss in more detail tomorrow.