U.S. Deprtmnt of JnMke


1400 New Yap/cA ye, MV
Bond Buil4ing, Icr floor
Washington, D.C. 20530


					 September 25, 2002
Edgardo lLamas, Esq.
Day, Berry & Howard, LLP
One Canterbury Green
Stamford, CT 06901


	    Re:    Christopher Loehr

Dear Mr. Ramos:

	    This sets forth the agreement between your client, Christopher Loehr, and the
Department of Justice, Enron Task Force (the "Office").

	    1.  The Office agrees, except as provided in Paragraphs Three and Four below, that
it will not prosecute Loehr for violating, conspiring to violate, or aiding and abetting violations ofthe
federal securities laws, or other applicable criminal laws during the course of his employment at
Enron and/or LIM.

	    2.   Loehr agrees to cooperate completely and truthfully with the Office, That
cooperation shall include the following:

	    (a)    Loehr will make himself available for interview by this Office or any other law
		   enforcement officers or agency specified by this Office, including the United
		   States Securities and Exchange Commission (the "SEC") upon request and
		   reasonable notice;

	    (b)    Loehr will respond completely and truthiuly to any and all questions put to
		   him by the Office or by any agency specified by the Office, and will disclose
		   all criminal conduct about which be has knowledge;

	    (c)    Loehr will not withhold any information or attempt to protect any person by
		   providing false information or by failing to reveal information. He will not
		   falsely implicate any person;

	    (d)    He will fi.irnish to the Office or any agency specified by the Office any
		   documents or other records in his custody, possession or control;


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	   (e)    Lock will testifV completely and truthfUlly if and when asked to do so,
		  whether before a grand jury, at any hearing, trial, or in any other proceeding
		  at which he is requested to testi~' by this Office;

	   3. If Loehr knowingly provides false or misleading testimony or information, fails to
disclose all criminal conduct of which he is aware, or otherwise violates any term of this agreement,
then this agreement shall be null and void. Thereafter, the Government shall be released from its
agreement in paragraph one above, and may prosecute Loehr for any federal criminal violation of
which it has knowledge, including but not limited to the violations listed in paragraph one.

	   4.  If Loehr is prosecuted after failing to comply with the terms of this Agreement,
he understands and agrees that

	   (a)    any statements, testimony, or other information he has provided to the Office,
		  or to any law enforcement or other government agency, whether or not
		  pursuant to the terms of this agreement, may be used against him in any way
		  without limitation for any purpose in any proceeding;

	   (b)    Loehr waives any and all claims that he may have under the United States
		  Constitution, Rule 1 l(e)(6) of the Federal Rules of Criminal Procedure, Rule
		  408 or Rule 410 of the Federal Rules of Evidence, or any other federal statute
		  or rule, to suppress or restrict use of his statements, or any leads derived from
		  those statements; and

	   (c)    he waives any defense to any prosecution that is barred by the statute of
		  limitations, ifthe limitations period has runbetweenthe date ofthis agreement
		  and the date of any indictment against him.
	   5.  This Agreement contains all of the promises and agreements between the Office
and Loehr, and no additional agreements shall be reached except in writing by both parties.

	   6.  This agreement binds only the Office and does not bind any other federal, state


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or local agency, including but not limited to the Internal Revenue Service.


				   Very truly yours,

				   LESLIE R. CALDWELL
				   ENRON TASK FORCE
				   DIRECTOR


			      By:

				   Deputy Director, Enron Task Force

Accepted and agreed to:


CHRISTOPHER LOEHR

 7/475* ~

Date

 q(tsioL

EDGAM5ORAMOS, ESQ. Date


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