EPower

Dear Mr Ishida

Thank you for your email.

As you are aware based on your conversations with Mr. O'Day, Enron is currently reviewing its operations in Japan, including its investment in EPower. As part of that review, Enron is canvassing the interest of potential investors in EPower. We have already approached two international corporations and will have further discussions with those companies in the coming days. We are also in the process of approaching 3 other international developers which have an interest or a presence in Japan. I understand that Mr. O'Day has been keeping Mr Oda appraised of these discussions.

While Orix has made a significant investment in EPower, Enron has also made a significant investment. Immediately prior to the September restructuring, we advised Orix that in Enron's view EPower had little or no value. We also indicated that we believed that the business may have some potential future value if the business were restructured and the focus on core projects increased. While progress has been made in the last two months, our assessment of the value of the business remains unchanged.

At this stage, our preferred option is a sale of the EPower business to a third party. If we are successful in a sale to a third party, both Orix and Enron will clearly benefit. If we are unsuccessful, what remains of the capital following wind up costs will be distributed proportionally among the shareholders.

I fully appreciate the implications of Enron possibly ceasing operations in Japan and ask for your understanding and co-operation in these difficult times.

Kind regards

John Sherriff

-----Original Message-----
From: yoshiaki_ishida@orix.co.jp [mailto:yoshiaki_ishida@orix.co.jp]
Sent: 19 November 2001 08:31
To: Sherriff, John
Subject: Dear Mr. Sherriff

Dear Mr. Sherriff :

As you may have been informed of by Mr. Nicholas O'Day, after a discussion among
ORIX's top management with regard to current situation surrounding E Power, we
reached a conclusion that we would request Enron to purchase all E Power shares
we had for the aggregate amount we had paid for our capital contribution.

We joined E Power business because Enron was the leading partner. Even though
there could be other entities which are able to lead E Power business as well,
to enter into business relationships with such entities is totally a different
issue.
We believe that it is practically impossible for ORIX to find other partner
which is
acceptable in a short period of time.

If Enron would decide to withdraw from businesses in Japan next week, we will
lose
a reason to be in E Power business. Such withdrawal would be due to a change in
Enron's policy triggered by the event which has nothing to do with E Power
business
and we believe that ORIX can be properly compensated.

We would appreciate it if you could give us your thoughts with regard to the
above.

I look forward to hearing from you soon.

Best regards,

Yoshiaki Ishida