Settlement Agreement

Helaine -

Attached is a first draft of the proposed settlement agreement for the CreditStream product. I have provided standard provisions in relation to liabilities, waiver and releases. Where there are blanks, I am waiting for additional information and hope to have that soon. As to Paragraph 7, I was unable to locate a copy of the Confidentiality Agreement between RMG and EnronCredit.com from Sept., 2000. Once located, I will probably incorporate the confidentiality terminology into the release/settlement. I hope to have a copy of this agreement a bit later today.

Please look over the attached and provide any comments or questions you may have.

Hope you had a safe holiday.

Mark