HPL Outsourcing Agreement

Brian Redmond is trying to generate a new business that couples our systems
and infrastructure and puts those services into an ASP. He is hoping to use
the sale of HPL as the start of this. Leslie and I worked on an org chart
(positions/functions only) for him one evening this week (copy attached).
Now he would like for us to draft an agreement, with associated costs, to
provide to these potential buyers. The IT services would also be provided,
and the draft of that agreement is also attached.

I have a starting point for us, using the Bridgeline Services agreement (copy
attached). We learned alot on the Bridgeline model and it is important for
us to learn from those issues and avoid them for this deal. Additionally, I
have asked Shari Mao to put together costs of salaries and other associated
costs for the positions listed on the org chart. We should view the costs
from the perspective that the infrastructure is a stand-alone entity. All
costs that would be incurred as a stand-alone should be recovered in the
bid. The meeting on Monday will be a working meeting to ensure we have
addressed all concerns and issues, and ensure the bid is appropriate. Brian
has not been specific on the due date for this, just "sometime next week." I
talked with Patrick Wade, and he felt Wednesday (9/20) should be the target.

Thanks in advance for attending.

---------------------- Forwarded by Brenda F Herod/HOU/ECT on 09/15/2000
10:11 AM ---------------------------

From: Yvette G Connevey @ ENRON 09/15/2000 08:34 AM

To: Bob M Hall/NA/Enron@Enron, Leslie Reeves/HOU/ECT@ECT, Steve
Jackson/HOU/ECT@ECT
cc: Brenda F Herod/HOU/ECT@ECT, Yolanda Ford/HOU/ECT@ECT, Heather
Choate/HOU/ECT@ECT, Brandee Jackson/NA/Enron@ENRON
Subject: HPL Outsourcing Agreement

Please plan to meet Monday afternoon, from 4 - 5 pm, in Brenda's office (eb
3748) re: the HPL Outsourcing Agreement.

If you have any questions or concerns, please call.

Thank You!
Yvette
x3.5953