Confidential

FYI
---------------------- Forwarded by Mitchell Taylor/Corp/Enron on
03/21/2000 05:49 PM ---------------------------

Francisco Pinto Leite@ENRON_DEVELOPMENT
03/21/2000 05:38 PM

To: Amit Walia@ECT
cc: Mitchell Taylor/Corp/Enron@ENRON, fsayre@ei.enron.com, Randy
Young/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject: Confidential

Apparently our local counsel in Puerto Rico had a small "change of heart"
as to the transfer restrictions for San Juan Gas, Procaribe and Progasco.
Although the statute does not contain a change of control provision with
respect to the licenses, it appears that after carefully looking into this
issue, local counsel found out that the Puerto Rican authorities are taking
a very aggressive approach with respect to transfers of control of holders
of licenses. Apparently the Puerto Rican authorities argue that the spirit
of the statute is to extend the requirement of prior authorization for
transfers of the licenses, to a change of control of the operator. In his
response to Bill Weiland from V&E he advised that it would be more prudent
to request permission to change control of the company that holds the
license.

FPL