IN: Per our conversation, I am attaching a proposed form of Unanimous Consent of the Board of Directors of Brant-Allen Industries, Inc. ("Company") that would expand the Consent of Directors given to us when we executed the ISDA Master Agreement in 1998 to do more than just the single trade referenced in that resolution. If the enclosed meets with your approval, please have it executed by the directors of the Company and return a copy to me for our files. If you have any questions, please do not hesitate to call me at (713) 853-3399. In addition, can you confirm one thing for me. There is a note in our file that says documents for the Company require two signatures. I looked at the Articles of Incorporation and Bylaws you provided us and find no such signatory requirement. Is this note an error?

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OUT: Revised Unanimous Consent of Directors

IN: We have reached resolution regarding the parking and mass transit issue. Until notified otherwise, the parking and mass transit subsidy will continue as an employee benefit. For those who have a payroll parking deduction, your deduction has been stopped. No deduction should occur on 12/31/01 payroll. In addition, you should receive a credit for the deduction taken for the 12/15 payroll. For those who incurred any out-of-pocket parking costs during the month of December, you may expense up to $89 for reimbursement. Beginning 1/1/02, parking and mass transit will continue as follows: WTC Parking: You should receive your parking pass in the mail. Payroll deductions will begin on the 1/15/02 paycheck. (No Action Req'd) Outside Parking Lots: Park at lot of your choice and pay out of pocket. Request reimbursement of up to $89 per month. (No payroll parking deduction will occur) Tri-Met and MAX employees: Passes are available for January. If you would like to pick up your pass, please see Debra Davidson. NOTE: Extra Tri-Met passes are available. If you would like to select mass transit as your parking option, please notify either Grace or myself before Friday, 12/21/01 EOB and we will insure a monthly pass is available. Validations: We will no longer validate parking passes, however, you are able to reimburse up to $89 per month for daily parking. If you have any questions, please let us know! ENA Human Resources Julie Kearney 503) 464-7404 Grace Rodriguez 503) 464-8321

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OUT: Parking & Mass Transit Resolution

IN: Split out deal # 388136.1 BPA NW Delivered; 27 flat to BPA busbar, 4 flat to Hot Springs, 5 flat to TCL System, 20 flat to EWEB System. Left remainder at NW Del. ds

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OUT: Sept. Changes

IN: Hey guys just thought I would let you know that Valero is going to be at the Job Fair this Friday at Enron Field from 1-4 and I will be one of the people attending it to represent us. So if you are going to be there make sure you come by and at least say hello. Plus depending on when my flight back is going to be and how soon I can leave the Fair we plan on going somewhere and getting a couple of drinks. So come by drop off a resume and maybe we can get some drinks. Note: If you are interested in Valero there is a very good possibility that the Director of Mid-Office will be attending as well and it would be a good chance for an informal interview. Hope everybody is doing alright and pass the word on to anybody I may have missed. Kyle

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OUT:
Valero at Enron Job Fair on Friday