Sara,
Apologies for the delay.  The JPM salesperson has been traveling and I needed 
to
make sure that the commission schedule was complete.  I am told that it will 
be
completed by Monday morning, so Thomas Alterson from our Client, Credit and
Control group will be sending you the final agreements by e-mail today.  For 
the
sake of time, you can execute the agreements by fax with originals to follow.

Tom's fax number is (212) 648-5347.

Regards,
Corinne 6-4292






Sara.Shackleton@enron.com on 03/28/2001 06:04:03 PM

To:   samon_corinne@jpmorgan.com
cc:
Subject:  Re: futures agreement/J.P. Morgan




Corinne:  Please ignore the earlier message.  See below.  Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 03/28/2001 05:03 PM -----

                    Sara
                    Shackleton           To:     samon_corinne@jporgan.com
                                         cc:     Sheila Glover/HOU/ECT@ECT
                    03/28/2001           Subject:     Re: futures 
agreement/J.P.
Morgan
                    01:31 PM





Corinne:

Just checking to see if you had sent execution copies of the agreement.  I
spoke with Mike Schneider last week to verify our acceptance of the rate
schedule.  Please let me know when we can execute - my traders are calling!
Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 03/28/2001 01:28 PM -----

                    Sara
                    Shackleton           To:     "Corinne A Samon"
<samon_corinne@jpmorgan.com>@ENRON
                                         cc:
                    03/20/2001           Subject:     Re: futures
agreement(Document link: Sara Shackleton)
                    01:17 PM





Corinne:

We will accept your interest rate schedules.  Also, you can include the
witness line for our signatory.
Please prepare execution copies and let me know if there is anything else
to be done.  Thanks for your patience.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Corinne A Samon"
                    <samon_corinne@jpm        To:     
Sara.Shackleton@enron.com
                    organ.com>                cc:
                                              Subject:     Re: futures 
agreement
                    02/28/2001 10:05
                    AM






Sara,
We are in agreement with your proposed changes to the arbitration language.

I await your reply concerning the rest of the comments to the client
agreement.

Regards,
Corinne 6-4292




Sara.Shackleton@enron.com on 02/27/2001 06:33:48 PM

To:   samon_corinne@jpmorgan.com
cc:
Subject:  Re: futures agreement





Corinne:

Attached is your arbitration language (marked) and our arbitration text.  I
hope this does it!  Thanks.

(See attached file: JPMorganarbitrationR1.doc)

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Corinne A Samon"
                    <samon_corinne@jpm        To:
Sara.Shackleton@enron.com
                    organ.com>                cc:
                                              Subject:     Re: futures
agreement
                    02/27/2001 02:58
                    PM






Sara,
Thank you for your fax.
Section 180.3 of the CEA prohibits us from agreeing to any settlement
procedure/forum ahead of time.  JPMFI, in accordance with 180.3, will offer
3
forums - which will include AAA.  If Enron chooses AAA, the arbitration
will be
subject to the provisions specified in your fax dd 2/26/2001.

Attached is JPM's proposed language for the arbitration agreement.

(See attached file: ARBITRATION AGREEMENT.doc)

If you are in agreement with the language, please forward Enron's proposed
language (detailed in your 2/26 fax) electronically (if available).

Thank you and Regards,
Corinne






Sara.Shackleton@enron.com on 02/26/2001 12:36:22 PM

To:   samon_corinne@jpmorgan.com
cc:
Subject:  futures agreement




Corinne:

I just sent you a fax re:  arbitration.

I have not heard from your salesperson re:  interest schedule for debit
rate (Sec. 2) and credit rate (Sec. 6).  Thanks.


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com




(See attached file: ARBITRATION AGREEMENT.doc)



(See attached file: JPMorganarbitrationR1.doc)
(See attached file: ARBITRATION AGREEMENT.doc)





 - JPMorganarbitrationR1.doc
 - ARBITRATION AGREEMENT.doc