Re: Services Agreement

As a matter of fact, I do have the LLC Agreement for enovate (formerly
Midwest Energy Hub, L.L.C.) and the Certo fo Amendment changing the name,
etc. Do you want me to bring it up to you? I have a meeting with Ann
Elizabeth at 9:00.

K-

Kay Mann
04/23/2001 08:39 AM
To: Kathleen Carnahan/NA/Enron@Enron
cc:

Subject: Re: Services Agreement

Do you have enovate agreement handy?
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/23/2001 08:39
AM ---------------------------
From: Travis McCullough@ECT on 04/23/2001 03:20 AM
To: Gregg Penman/Corp/Enron@ENRON
cc: Kay Mann/Corp/Enron@Enron

Subject: Re: Services Agreement

Attached is a draft of an agreement between Enron Corp. and the Enron entity
that is the managing member of enovate under which Enron Corp.'s treasury
department would agree to provide certain funds management services on behalf
of the managing member. Gregg, as we discussed with the People's attorney,
this agreement would establish the link between enovate's managing member and
Enron Corp. with respect to these services, since the managing member has the
authority to take these actions, but Enron Corp. would be the entity actually
doing the work. We should resist any attempt to make enovate or any other
party a party to this Agreement, since we want only the Enron entity that is
the managing member to have a cause of action against Enron Corp. for any
breach of this agreement, etc.

Kay, I am out of the office, and I didn't bring the enovate LLC agreement
with me. Could you fill in the blanks for me in this document with the
correct names, jurisdictions of organization, etc.?

Gregg, if you could take a look at the description of services to make sure
that it captures everything that the treasury group does for enovate, that
would be great.

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3893
Houston Texas 77002
Phone: (713) 853-1575
Fax: (713) 646-3490