RE: Consulting Services Agreement

I am happy for us to paper the deal. I am not sure that we will be able to guarantee anything special for Scarth in the event of a purchase of the assets -- it will be a deal team decision as to whether they want to impose that requirement on the sale of the asset. Michelle

-----Original Message-----
From: Johnson, Rick
Sent: Saturday, November 10, 2001 12:48 PM
To: Palmer, Lizzette
Cc: Cash, Michelle; Jones, Karen E.
Subject: FW: Consulting Services Agreement

Lizette, attached is the consultive service draft that Mike Vlaming @ scarth lyons prepared and submitted. This agreement will be for the REF L.L.C. This draft represents the compensation and recovery concerns that Scarth Lyons have as a result of the early termination of 2 prior agreements with Enron development spvs. They loose out when Enron flips a deal and the successor terminates. Please review and let me know your views on the best way to proceed. Michelle has agreed that this is "just papering up a deal that is already underway". Once ready, I'll ask Michelle's support for the execution approval and I will let the commercial team know. Thanks, Rj.

-----Original Message-----
From: Scarthlyons@aol.com [mailto:Scarthlyons@aol.com]
Sent: Thursday, November 08, 2001 1:05 PM
To: Johnson, Rick
Subject: Consulting Services Agreement

Rick:

Attached is the proposed Consulting Services Agreement incorporating changes as we discussed. In particular, I have modified the following paragraphs: (1), (3), (3.b), (3.d), (3.e), (13) and (14.c).

Once you and Michelle have had an opportunity to review this revised Consulting Services Agreement, please contact me to discuss the changes.

Michael J. Vlaming