Barbed Wire -- Privileged and Confidential

Privileged and Confidential
Attorney-Client Communication
This E-Mail Contains Legal Advice

In the Barbed Wire Purchase Agreement is the provision that the Purchaser has
45 days to identify those employees of Company whom it would like the Company
to terminate from employment prior to closing. The Seller is providing a
limited indemnity for Purchaser's actions in selecting those employees. The
indemnity expressly excludes claims against ENA for the selection of those
employees. This indemnity thus excludes claims for discrimination on the
basis of age, sex, race, religion, etc. The indemnity exclusion also could
be interpreted to exclude claims for tortious interference.

Thus, if ENA is going to exercise its right to select Company employees under
that provision, ENA will assume the risk of claims by affected employees. I
can assist you in identifying legal risks in the selection process and
determining methods to manage the risks of those claims.

Let me know if you would like to discuss this issue.

Michelle Cash
x3-6401