Gerald,

I am attaching a revision to the Gulf letter agreement. Upon reflection and
after talking with my contact at the AAA, I wouldn't recommend a single
arbitrator for claims over $300,000 where the facts are numerous and
technical. For the complex claim there may be too much information for one
person. Also, the parties can agree on a single arbitrator later if the
claim, even though large, is simple. It may be that claims under $300,000
could be too complex for a single arbitrator, but at amounts lower than that
the expenses of arbitration and the loss of use of the money could really
undercut an award, particularly if it is a "compromise" award.

I also decided against recommending fast track. Again, the parties can agree
to that later if they want. However, the time periods in fast track are so
short that even a good arbitrator might have too little time to absorb the
materials presented by the parties.

I will fax to you relevant AAA rules. After you review them we can talk
about alternatives if that would be useful.

Bill
-----Original Message-----
From: Gerald.Nemec@enron.com [mailto:Gerald.Nemec@enron.com]
Sent: Monday, January 29, 2001 11:31 AM
To: bill@katzlaw.com
Subject: Gulf Power Agreement


Bill,  I am forwarding an agreement I have discussed with Susan Clark last
week.  She suggested I forward this to you.  The attached agreement
addresses the power line facilities for Enron Compression Services
Company's electric motor drivers in Florida.  The agreement has been highly
negotiated to this point, but I wanted to get your general view of the
structure prior to executing this with Gulf.  We are trying to execute
quickly.  Susan could give you more context on our situation with Gulf.
Please call me if you have any questions (713) 853-3512.

(See attached file: Enron letter agreement draft_7.doc)


 - Enron letter agreement draft_7.doc