Re: Erisk MOU and NDA

David:

As we discussed, this CP is expecting to receive a revised NDA to replace the
form we previously sent to them. Accordingly, I will have Tana prepare a new
form of NDA, which I will modify a bit to incorporate their proposed
revisions to the previous draft to the extent they are acceptable, and send a
revised draft to the counterparty.

With regard to the MOU, I have left Dennis a voice mail explaining that I do
not feel comfortable picking up an MOU in the middle of negotiations. I do
not agree that it needs to be the same lawyer drafting the MOU and the NDA
and intend to discuss this issue with him.

I have briefly discussed the general issue of our involvement in the
representation of EnronCredit.com with Mark Taylor and will follow up with
some more helpful guidelines next week. In the meantime, I'll work on the
ERisk NDA.

Regards,

Leslie

David P Dupre
12/01/2000 10:39 AM

To: Leslie Hansen/HOU/ECT@ECT
cc:
Subject: Re: Erisk MOU and NDA

Tana asked me to give you this NDA draft document which we forwarded to Erisk
yesterday morning followed
by their comments which you have a copy of.

Thanks
David 3-3528

Leslie Hansen
12/01/2000 09:32 AM
To: Richard Sage/LON/ECT@ECT
cc: Craig Chaney/HOU/ECT@ECT, David P Dupre/HOU/ECT@ECT, Denis
O'Connell/LON/ECT@ECT, Tana Jones/HOU/ECT@ECT
Subject: Re: Erisk MOU and NDA

I will negotiate the NDA for David's group. The counterparty had several
comments to the NDA that David sent out yesterday, so I will need to respond
to those in order to finalize the document.

Denis has drafted the MOU, and I will leave it to him to finalize that
document after he has addressed any issues raised by the counterparty with
regard to the MOU.

Regards,

Leslie Hansen

Richard Sage
12/01/2000 05:38 AM

To: David P Dupre/HOU/ECT@ECT
cc: Denis O'Connell/LON/ECT@ECT, Leslie Hansen/HOU/ECT@ECT, Craig
Chaney/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT
Subject: Re: Erisk MOU and NDA

David,
Denis told me yesterday that the same lawyer needs to do NDA and MOU (the NDA
is an extension of the MOU) and that Leslie was looking at the NDA so should
do the MOU as well.
I suggest that you give Denis a call to clarify.
Leslie should mail Denis (and copy me) with the final documents saying they
are OK, Denis will initial them, and I will get them signed and send them
wherever they are required.

I'll publish a general procedures guide later so everything works smoothly
going forward!

Regards,
Richard

David P Dupre
01/12/2000 02:22
To: Richard Sage/LON/ECT@ECT
cc:

Subject: Erisk MOU and NDA

How is this going?

There is an appendix A under Section E of the MOU which is
a non-disclosure agreement.

We are working on this NDA with Tana Jones of ENA Legal.

Cheers,
David