Dan:

Attached is the revised EPOS consent (this is in acrobat format so I could 
not just send you the EPOS consent, just ignore the Enron Corp Consent).  
Unfortunately, Davis Polk made our requested changes in the first pages of 
the document and they stop making changes after page 5.  The important change 
is on f) of the definition of Enforcement Transfer.  I would like to ask you 
to look at this and just assume the other changes will be made.  Also, and 
most importantly, I think we need to discuss how EPOS wants to deal with this 
consent and the assignment.   Assuming that our commercial people will talk 
to Doug tomorrow, I suggest you and I talk to decide how to address the 
issues resulting from having the assignment and the Consent (maybe we should 
put them both in one document) and obviously the guarantees that should 
disappear if Epos assigns the contracts as collateral.

Please give me a call tomorrow to discuss.

Thanks

FPL
---------------------- Forwarded by Francisco Pinto Leite/ENRON_DEVELOPMENT 
on 10/10/2000 06:52 PM ---------------------------


"Antoinette C. Jones" <antoinette.jones@dpw.com> on 10/10/2000 03:31:11 PM
To: nrive@opic.gov, rgree@opic.gov, mliu@opic.gov, jgalan@enron.com, 
diana.parker@enron.com, mspivak@velaw.com, jmwilson@velaw.com, 
ralegria@bdc.guate.net, bufeteaa@intelnet.net.gt, 
francisco.pinto.leite@enron.com, martin.rees@enron.com
cc: epaxson@dpw.com, jradding@dpw.com, mortimer@dpw.com 

Subject: PQP


Attached are revised versions of EPOS, Enron and Glencore consents.


        Joe Hadley
 - consent.fuel.supply.1.wpd
 - consent.fuel.supply.1.wpd.acjones.blk.pdf
 - consent.fuel.supply.3.wpd
 - consent.fuel.supply.3.wpd.acjones.blk.pdf
 - glencore.epos.wpd
 - glencore.epos.wpd.acjones.blk.pdf