Brent,

Attached is a form indemnification agreement that has been approved for use 
by officers and directors in foreign countries.  This form has been used by 
Enron entities in the past.

Please call me if you have any questions.

Michelle Cash


---------------------- Forwarded by Michelle Cash/HOU/ECT on 12/21/98 01:23 
PM ---------------------------


Ava Syon@ENRON
12/14/98 09:35 AM
To: Michelle Cash/HOU/ECT@ECT
cc: Twanda Sweet/HOU/ECT@ECT 
Subject: Indemnification Agreement

Michelle,

 Sharon asked me to e-mail the attached Indemnification Agreement to you.


Ava