Re: Meeting With Koch

FYI. I tried sending this earlier, but got a delivery failure. SWD
----- Forwarded by Steve Duffy/Houston/Eott on 05/26/2000 03:23 PM -----

Steve Duffy
05/26/2000 02:56 PM

To: Dana Gibbs/Houston/Eott@Eott
cc: Michael Burke/Houston/Eott@Eott, Shelly Worrell/Houston/Eott@Eott,
Stephanie Boothe/Houston/Eott@Eott, rbaird@velaw.com, Stan Horton, Lori
Maddox/Houston/Eott@Eott, Mike Moran
Subject: Re: Meeting With Koch

Bob Baird and I are already working with Tye Darland at Koch on this general
issue. Tye is Koch's in-house securities lawyer. Shelly should not call
Koch. Instead, Bob and I should arrange any larger EOTT/Koch meeting through
Tye or we could wind up with confusion and possible legal difficulties. At
this juncture, Bob and I think it best to let the lawyers for the two sides
handle the initial discussions on these matters (because there are potential
inside information issues involved, etc.). If you agree, Bob and I will
contact Tye Darland to see how Koch wishes to proceed.

Also, everyone needs to be aware that we still have a contractual duty to
Koch to facilitate the sale of their EOTT units through a registration
process. Due to our late 10-Q filing, we will now have to do an S-1
registration for Koch instead of an S-3, and this will be considerably more
expensive and involved.

Dana Gibbs
05/24/2000 07:08 PM

To: Michael Burke/Houston/Eott@Eott, Steve Duffy/Houston/Eott@Eott, Shelly
Worrell/Houston/Eott@Eott
cc: Stephanie Boothe/Houston/Eott@Eott
Subject: Meeting With Koch

Mike/Steve-

I think that we need to set up a meeting with Koch to discuss their request
to sell shares and our current issue re the first quarter. I suggest that
Shelly call Koch -and set up the meeting. If you agree please respond so
Shelly can set up. If you have any questions please give me a call.

Dana