Draft Contract and Exhibits

Hi Wilson,

I haven't forgotten you, I just got tied up.

This is a very preliminary draft, but thought you should take a look at it.
I don't need a detailed analysis, I just want you to have it so that we can
discuss the impact of Mississippi law.

I am specifically interested in discussing the following:

waivers of consequential damages, limitations of liability

legal status of MDEA (I'll send you the info of what I have)

dispute resolution and jurisdiction

restrictions on confidentiality restrictions

any other aspects of the agreement impacted by Mississippi law

I don't need any memos, just a discussion.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/11/2001 01:02
PM ---------------------------
From: Reagan Rorschach/ENRON@enronXgate on 04/10/2001 05:18 PM
To: Tom May/Corp/Enron@Enron, Brad Morse/HOU/ECT@ECT, Corry
Bentley/HOU/ECT@ECT, Keith Comeaux/Corp/Enron@Enron, Kayne
Coulter/HOU/ECT@ECT, Edith Cross/HOU/ECT@ECT, David Fairley/ENRON@enronXgate,
Rogers Herndon/HOU/ECT@ect, Jim Homco/HOU/ECT@ECT, Madhup
Kumar/ENRON@enronXgate, Kay Mann/Corp/Enron@Enron, Christi L
Nicolay/HOU/ECT@ECT, Ozzie Pagan/ENRON@enronXgate, Laura
Podurgiel/HOU/ECT@ECT, Leslie Reeves/HOU/ECT@ECT, Edward
Sacks/ENRON@enronXgate, Stacey W White/HOU/ECT@ECT, Lloyd Will/HOU/ECT@ECT
cc:

Subject: Draft Contract and Exhibits

Please review and comment. These were sent to MDEA wqith the understanding
that Enron is still working on them.

Thanks,

Reagan