LJM APPROVALL SHEET

    Approval Sheet should be used to approve Enro&s parnc~anon in any transacno~ ini'oh'rng LYM Cayriun. L.P. ('lJMV) or
I-~L2 Co-lnves~nt. LP. CUM2"). LIMI and LJM2 will collecov civ be referred to as 1JM. This Approval Sheet Is in additioc
to (not in best at) any ocher E~on approvals that ~y be required.

 GENERAL

 Deal name: Carter

 Daze Approval Sheet con~lezed. January 4. 2000

 Enron person cor~leang this forrn Trushar Pazel

 Expected closing daze: January 6,2000
 Business Unit: Enron Energy Services

 Business Unit Originator. Jiimme Williams

 This transaction relates to ~LJM1 and/or  ~UM2.
 This transacflon is 0 a sale by Enron Da purchase by Enron Da co-sale with Enron Oa co-purchase with Enron and/or mother
 Investment in Carter, LLC which holds shares inEMW Energy Services Corp.
 Person(s) negotiating for Enron: Ijinsue Williams. Cheryl Lipshu~

 Person(s) negotiating for UM: Michael Kopper,
 Legal counsel for Enron. Vinson & Elklns

 Legal counsel for LIM: Kirkland & Ellis
DEAL DESCRIPTION  (Insert short descripoon of the ttansacnon Involving/between Enron and LJM; do not describe the
underlying asset or transaction.]

L~ 2 will invest $673,200 equal to 51% ownership of the Class A membership interests in Cozier, LLC with EES owning the
rermining 49% of the Class A membership interests. In turn, Carter, LLC owns 25% of the common shares (with voting rights) In
EMW Energy Services Corp.

ECONOMICS   (Insert short description of the Enron economics of the transaction involving/between Enron and LIM; do not
describe the economics of the underlying asset or transaction.]

The Class A Members (including LJM2) will receive I 0(Y'/. of the cash Corter, LLC receives in the form of dividends, distribution or
other payment on the Class A Common Stock of EMW Energy Services Corp. held by Gotten, LLC until the Class A Members attain
the targeted ERR. Upon LJM2 receiving their targeted return, the cash will be disnibuted 99.75% to EBS and 0.25% to LJM2.


DASH  [Attach the DASH relaung to the underlying asset or nansacoon. Insert brief update on the DASH if the underlying asset or
aansacnoo has changed materially since the original DASH was cozppleted~


										     AFrnOI72
										       "FOIA CONFIDENTIAL
										      TREATMENT REGUESTED
										       BY. ANDREW FASTOW


											~ENT
											*     EXHIBIT
											*      7627

											       No H-04-0025





LJM AJ'PROVA.L SHEET
Page 2

ISSUES CHECKLIST
	Sale Options

	a. If this transaction is a sale of an asset by Enron. which of the fbllowuig options were considered and rejected

	   OCondor   ~JEDI U       ~Third Parry        ~Direc Sale. Please expLain: Chewep Ensaw and Rzw9i,de cnnuide~

	b. Will this cansaction be the most benefic'.al alternative to Enron? EYes  ONo. if no, please explain:_________
	c. Were any other bidsofTers received to ~onnecnon with this transaction?   DYes   ~No.        Please explain:  ]*J~j~
	   offered this nve5~7fletiL

2.      Pnor Obligations
	a. Does this eansacnon involve a Qualified Investenent (as derined in the JEDI El par~ershsp agreement)? OYes~No. If
	   yes. please explain how this issue was resolved: ________________________________________________________


	b. Was this transaction required to be offered to any other Enron affiliate or other party pursuant to a connactual or other
	   obligation? DYes ~No. If yes, please explain: __________________________________________________


3.      Ternn of Transaction

	a. What are the benefits (financial and otherwise) to Enron in this transaction? DCa.sh flow   DEarnings
	   * ~Other~ New business oovornmnv & Decoosolidaoon.
	b. Was this transaction done smctiy on an arms-length basis? EYes ONo. Uno, please explain _____________

	c. Was Enron advised by any third parry that this nansacnon was not fair, from a financial perspective, to Enron?
	   DYes ~No. If yes, please explain:_____________________________________________
	d. Are all UM expenses and out-of-pocket costs (including legal fees) being paid by LIM?       DYes   IENo.     If no, is
	   this market s~ndard or has the economic impact of paying any expenses and out-of-pocket costs been considered wheu
	   responding to items l.b. and lb. above?     (EYes DNa.

	Compliance

	a. Will this transacdon require disclosure as a Certain Transacnon in Enron's proxy statement? (EYes  ONo.
	b. Will this transaction result in any compensation (as defined by the proxy rules) being paid to any Enron employee?
	   OYes      (ENo (Ceruin EBS employees may receive cornpensanon no directly related to this transaction)
	c. Rave all Enron employees' involvement in this transaction on behalf of UM been waived by Enron's Office of the
	   Chairman in accordance with Baron's Conduct of Business Affairs Policy? (EYes   DNa.          If no, please  explain

	d. Was this transaction reviewed and approved by Baron's Chief Accounnng Officer?  (EYes ONo.
	e. Was this transaction reviewed and approved by Enron's Chief Risk Officer?       (EYes DNa.

	f. Has the Audit Committee of the Enron Corp. Board of Directors reviewed all Enron/LIM transactions within the pass
	   twelve months?   DYes   (ENo.        Have all recormanendanons of the Audit Committee relaong to EWOWLJM
	   transacnons been taken into account in this transaction? DYes (ENo (Audit committee has not reviewed any transachons to
	   date).


												      AF100173

													 "FOIA CONFIDENTIAL
												       TREATMENT REQUESTED
													 BY ANDREW FASTOW'





LJM APPROVALSHEET
P~e 3

  ~ROVALS
Business Unit

Business Unit Legal

Enron Corp. Legal

GlobaL Finance Legal

RAG

Accounting

Executzve

	  Name

Jimmie Williams

Vjck~ Sharo

Rex Rneers.fRobert Ezekenrohi

Scott Seftori

Rick Buy

Rick Causev

Jeff Skilling

									       AF100 174

										 "FOIA CONFIDENTIAL
									       TREAT~NT REQUESTED
										 BY ANDREW FASTOW"

  Duta


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