ORDER DIRECTING THAT CERTAIN ORDERS ENTERED IN THE CHAPTER 11 CASES OF ENRON CORP., ET AL. BE MADE APPLICABLE TO ENRON NET WORKS L.L.C .

Honorable Arthur J. Gonzalez, United States Bankruptcy Judge.

Upon consideration of the motion (the "Motion") jointly filed by Enron Corp. and certain of its affiliated debtor entities (collectively, the "Enron Debtors"), as debtors and debtors in possession, and Enron Net Works L.L.C. ("Net Works," and collectively with the Enron Debtors, the "Debtors"), as debtor and debtor in possession, seeking entry of an order pursuant to section 105(a) of the Bankruptcy Code directing that certain orders entered in the chapter 11 cases of the Enron Debtors be made applicable to Net Works; and it appearing that the Court has jurisdiction to consider the Motion; and it appearing that the relief requested in the Motion is in the best interest of the Debtors, their estates and creditors; and it appearing that due notice of the Motion has been given and no further notice need be given; and upon the proceedings before the Court; and good and sufficient cause appearing;

IT IS HEREBY ORDERED THAT:

1. The Motion is hereby granted.

2. The orders in the Enron Debtors' chapter 11 cases set forth on Exhibit A hereto are hereby made applicable to Net Works, effective as of the date set forth on Exhibit A, and as if Net Works were an Enron Debtor referred to in said orders.

3. Unless a party in interest objects and requests a hearing prior to the date that is 15 days after the date the Motion is served (the "DIP Finalization Date"), the Final DIP Order (as defined in the Motion) shall hereby be made applicable to Net Works in its chapter 11 case on and as of the DIP Finalization Date, as if Net Works were a Debtor referred to in said order.

4. If a party-in-interest does file an objection prior to the DIP Finalization Date, a hearing shall be scheduled to consider such objection, and the Interim DIP Order shall continue to apply as to Net Works until the resolution of such objection.

5. Any and all other previous and subsequent orders entered in the Enron Debtors' chapter 11 cases are hereby made applicable to Net Works, effective as of entry of such orders in the Debtors' chapter 11 cases, as if Net Works were a Debtor referred to in said orders.

6. Notwithstanding the relief granted herein, and the filing of further affiliates of the Enron Debtors under chapter 11 of the Bankruptcy Code, in no event shall the Debtors exceed the aggregate dollar limitations contained in each of the orders listed above or agreed to on the record at the hearing held before this Court on December 3, 2001, unless otherwise ordered by this Court.

EXHIBIT A

Orders to Be Made Applicable as of the Date of this Order :

The Pro Hac Vice Order. Order Granting Motion Pursuant to Rule 2090-1(b) of the Local Rules of the United States District Court for the Southern District of New York for Admission Pro Hac Vice, dated December 3, 2001 [Enron Debtors' Docket No. 32].

The Motion to Extend Time Order. Order Pursuant to Bankruptcy Rule 1007(c) Extending Time to File List of Equity Security Holders, Schedules of Assets and Liabilities, Statement of Financial Affairs, and Schedule of Executory Contracts and Unexpired Leases Pursuant to Federal Rule of Bankruptcy Procedure 1007(c), dated December 3, 2001 [Enron Debtors' Docket No. 33].

The Order for Joint Administration of the Debtors' Cases. The Order Directing Joint Administration of Cases under 01-16034, Enron Corp. et. al., dated December 3, 2001 [Enron Debtors' Docket No. 30].

The Bank Accounts Order. Order Authorizing Continued Use of Existing Bank Accounts, Cash Management System, Checks and Business Forms, dated December 3, 2001 [Enron Debtors' Docket No. 34].

The Critical Vendors Order. Order Authorizing Payment of Prepetition Claims of Critical Vendors, dated December 3, 2001 [Enron Debtors' Docket No. 35].

The Administrative Expense Status Order. Order Granting Administrative Expense Status to the Debtors' Undisputed Obligations Arising From the Postpetition Delivery of Goods Ordered in the Prepetition Period and Authorizing the Debtors to Pay such Obligations in the Ordinary Course of Business, dated December 3, 2001 [Enron Debtors' Docket No. 38].

The Sales Use Tax Order. Order Authorizing Debtors to Pay Prepetition Amounts Owing in Respect of Sales and Use Taxes, dated December 3, 2001 [Enron Debtors' Docket No. 39].

The Worker's Compensation Order. Order Pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code for Authorization to Continue Paying Workers' Compensation Obligations and to Pay All Obligations Owing in Respect of the Debtors' Insurance Policies and Captive Insurance Program, dated December 3, 2001 [Enron Debtors' Docket No. 40].

The Consolidated Creditors List Order. Order Authorizing Debtors to Serve Notice of Commencement of Case and Section 341 Meeting and to File Consolidated Creditors' List in Lieu of Label Matrix, dated December 3, 2001 [Enron Debtors' Docket No. 46].

The Transportation Order. Order Authorizing the Debtors to Pay (i) Prepetition Claims of Common Carriers and Warehousemen, (ii) Prepetition Customs Duties and Customs Broker Charges, and (iii) Certain Prepetition Obligations to Foreign Creditors, dated December 3, 2001 [Enron Debtors' Docket No. 48].

The Employee Compensation Order. Order Authorizing Debtors to Pay Prepetition Employee Compensation, Benefits, Reimbursable Business Expenses and Related Administrative Costs, dated December 3, 2001 [Enron Debtors' Docket No. 49].

The Interim Order for Investment Guidelines. Interim Order Pursuant to Section 345(b) of the Bankruptcy Code Approving Investment Guidelines, dated December 3, 2001 [Enron Debtors' Docket No. 42].

The Interim Employment Order for Weil, Gotshal Manges LLP. Interim Order Pursuant to Bankruptcy Code Sections 327, 328(a), and 330 Authorizing Employment of Weil, Gotshal Manges LLP as Attorneys for the Debtors in Accordance With its Normal Hourly Rates and Disbursement Policies, dated December 3, 2001 [Enron Debtors' Docket No. 41].

The Interim Employment Order for Andrews Kurth L.L.P.. Interim Order Pursuant to Bankruptcy Code Sections 327(e), 328(a) and 330 Authorizing the Employment of Andrews Kurth LLP as Special Counsel for the Debtors, dated December 3, 2001 [Enron Debtors' Docket No. 36].

The Interim Employment Order for LeBoeuf, Lamb, Greene Macrae, LLP. Interim Order Granting Application of the Debtors Pursuant to Sections 327, 328(a), and 330 of the Bankruptcy Code for Authorization to Employ LeBoeuf, Lamb, Greene Macrae, L.L.P. as Special Counsel for the Debtors Under Bankruptcy Code Section 327(e), dated December 3, 2001 [Enron Debtors' Docket No. 43].

The Interim Employment Order Wilmer, Cutler Pickering. Interim Order Pursuant to Bankruptcy Code Sections 327(e), 328 and 330 Authorizing the Employment of Wilmer, Cutler Pickering as Special Counsel in Accordance with its Normal Hourly Rates and Disbursement Policies, dated December 3, 2001 [Enron Debtors' Docket No. 44].

The Interim Order for Post-Petition Financing. Interim Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. § 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1) and Scheduling Final Hearing Pursuant to Bankruptcy Rule 4001(c), dated December 3, 2001 [Enron Debtors' Docket No. 63] (the "Interim DIP Order"). Each and every term of the Interim DIP Order, shall be deemed incorporated by reference herein, and, inter alia, (i) Net Works is hereby authorized to execute and be a party to all of the Documents (as defined in the Emergency Motion for (a) Interim and Final Orders, Under 11 U.S.C. § 105, 361, 362, and 364, Approving Postpetition Financing and Related Relief and (b) Setting Final Hearing Pursuant to Bankruptcy Rule 4001(c) (the "DIP Motion")), and (ii) the Superpriority Claims, the DIP Liens (each as defined in the DIP Motion) and each and every other right and benefit granted to the DIP Lenders in the Interim DIP Order is hereby granted, and deemed granted, to the DIP Lenders in the Net Works chapter 11 case.

The Utilities Order. Order Granting Debtors' Motion Regarding Adequate Assurance to Utility Companies, dated December 20, 2001 [Enron Debtors' Docket No. 393].

The Bidding Procedure Motion for Enron's Wholesale Trading Business. Order (A) Establishing Bidding Procedures, Including a Manner and Form of Notice, (B) Scheduling a Hearing to Consider the Motion of Enron Corp. and Certain of Its Affiliated Debtor Sellers For and Order, Pursuant to Sections 363 and 365 of the Bankruptcy Code, (1) Approving the Terms and Conditions of Agreements For the Sale of Assets of a Portion of Enron's Wholesale Trading Business, and (2) Authorizing the Consummation of the Transaction Contemplated Therein, dated December 19, 2001 [Enron Debtors' Docket No. 355].

Proposed Orders to Be Applicable as of the Date Such Orders are Entered by the Court :

The Compensation Procedures Order. Administrative Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals.

The Investment Guidelines Order. Order Pursuant to Section 345(b) of the Bankruptcy Code Approving Investment Guidelines.

The Final Employment Order for Blackstone Group, L.P. Order Pursuant to Bankruptcy Code Section 328(a) Authorizing Employment of the Blackstone Group, L.P. as Financial Advisor to the Debtors and Debtors in Possession.

The Final Employment Order for Batchelder Partners, Inc.. Order Pursuant to Bankruptcy Code Section 328(a) Authorizing Employment of Batchelder Partners, Inc. as Financial Advisor to the Debtors and Debtors in Possession.

The Final Employment Order for Cadwalader, Wickersham Taft. Order Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure for Authorization to Employ Cadwalader, Wickersham Taft as Attorneys for the Debtors Under a Special Retainer.

The Final Employment Order Togut, Segal Segal LLP. Order Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code Approving the Retention of Togut, Segal Segal LLP as Attorneys for the Debtors.

The Final Employment Order Andrews Kurth L.L.P.. Final Order Pursuant to Bankruptcy Code Sections 327(e), 328(a) and 330 Authorizing the Employment of Andrews Kurth LLP as Special Counsel for the Debtors.

The Final Employment Order for Weil, Gotshal Manges LLP. Final Order Pursuant to Bankruptcy Code Sections 327, 328(a), and 330 Authorizing Employment of Weil, Gotshal Manges LLP as Attorneys for the Debtors in Accordance With its Normal Hourly Rates and Disbursement Policies.

The Final Employment Order for LeBoeuf, Lamb, Greene Macrae, LLP. Final Order Granting Application of the Debtors Pursuant to Sections 327, 328 (a), and 330 of the Bankruptcy Code for Authorization to Employ LeBoeuf, Lamb, Greene Macrae, L.L.P. as Special Counsel for the Debtors Under Bankruptcy Code Section 327(e).

The Final Employment Order for Wilmer, Cutler Pickering. Final Order Pursuant to Bankruptcy Code Sections 327(e), 328 and 330 Authorizing the Employment of Wilmer, Cutler Pickering as Special Counsel in Accordance with its Normal Hourly Rates and Disbursement Policies.

The Final Order for Post-Petition Financing. Final Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. § 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1) (the "Final DIP Order"). Each and every term of the Final DIP Order shall be deemed incorporated by reference herein, and, inter alia, (i) Net Works is hereby authorized to execute and be a party to all of the Documents, and (ii) the Superpriority Claims, the DIP Liens, and each and every other right and benefit granted to the DIP Lenders in the Final DIP Order is hereby granted, and deemed granted, to the DIP Lenders in tbe Net Works chapter 11 case.

The Final Employment Order for Fergus: A Law Firm. Final Order Pursuant to Bankruptcy Code Sections 327(e), 328 and 330 Authorizing the Employment of Fergus: A Law Firm, as Special Counsel in Accordance with its Normal Hourly Rates and Disbursement Policies.

The Final Employment Order for Bankruptcy Services LLC. Final Order Pursuant to Bankruptcy Code Sections 327(e), 328 and 330 Authorizing the Employment of Bankruptcy Services as Official Claims and Balloting Agent in Accordance with its Normal Hourly Rates and Disbursement Policies.

The Final Employment Order for Kelley Drye Warren LLP. Final Order Pursuant to Bankruptcy Code Sections 327(e), 328 and 330 Authorizing the Employment of Kelley Drye Warren LLP as Special Counsel in Accordance with its Normal Hourly RAtes and Disbursement Policies.

The Final Employment for Miller Thompson LLP. Final Order Pursuant to Bankruptcy Code Sections 327(e), 328 and 330 Authorizing the Employment of Miller Thompson LLP as Special Counsel in Accordance with its Normal Hourly Rates and Disbursement Policies.

The Final Employment Order for Skadden, Arps, Slate, Meagher Flom LLP. Final Order Pursuant to Bankruptcy Code Sections 327(e), 328 and 330 Authorizing the Employment of Skadden, Arps, Slate, Meagher Flom, as Special Counsel in Accordance with its Normal Hourly Rates and Disbursement Policies.

The Order Establishing Procedures for Rejection of Executory Contracts. Order Establishing and Authorizing Procedures for the Rejection of Executory Contracts and Unexpired Leases of Nonresidential Real Property.