Attached is the Joint Defense Agreement from Shook, Hardy & Bacon with my 
comments in redline. This agreement was sent to us to allow Enron access to 
the Power Systems' attorney's opinion regarding whether the proposed redesign 
for the New Albany and Doyle turbines might infringe GE patents.

My comments are intended to preserve Enron's rights to bring any claims that 
it may have against Power Systems. Do we have any other agreements of this 
type with Power Systems?  Some claims that Enron may have against Power 
Systems such as claims for breach of warranty may have limitations periods 
that are approaching.  I believe we have discussed having Bracewell review 
the depositions and any documents related to the installation of the 
allegedly infringing systems into Enron's facilities.  Please advise if you 
would like for us to undertake this review and ensure that any claims that 
Enron may have are protected.

Thanks.

 - JOINTDEF.WPD