Risk Metrics

Denis -

Below is an excerpt from an e-mail forwarded to me by Brian Cruver regarding
Risk Metrics and the development of the Risk Track product. I wanted to make
you aware of this and solicit your feedback on whether or not you want me to
move forward with negotiating the agreement. If so, I will be happy to do so
and welcome your comments.

Thanks.

Hope all is well.

"Mark:

To summarize: RiskMetrics and EnronCredit are co-developing a web-based
product called RiskTrack, which will be used by customers to track and
analyze credit data. RiskTrack will use Enron Credit data (delivered by Enron
to the back-end of the RiskMetrics system), but the application will be
managed and delivered by RiskMetrics.

The best description of the revenue sharing agreement with RiskMetrics is in
the contract itself (see Section 4); there's nothing else I could send you
that outlines the development deal more clearly than this. Let me know if
this is not what you're looking for.

Also, this contract covers our agreement with RiskMetrics to develop
"RiskTrack"; the end users of RiskTrack will be dealing directly with
RiskMetrics for subscriptions, implementation, service, etc. - and will have
a contract/agreement with RM and not Enron. I asked for a copy of that
agreement as well to get your approval (attached).

Call me if you have questions.

"

Mark
Senior Counsel, EWS
Phone: 713-345-8897
Facsimile: 713-646-3490
E-Mail: Mark.Greenberg@enron.com