Investment Banking Fee to Bear, Stearns & Co.

fyi
---------------------- Forwarded by David W Delainey/HOU/ECT on 12/08/2000
11:52 AM ---------------------------

Michael L Miller@ENRON
12/08/2000 11:14 AM
To: David W Delainey/HOU/ECT@ECT, Jeff Donahue/HOU/ECT@ECT
cc:
Subject: Investment Banking Fee to Bear, Stearns & Co.

In connection with our sale of shares/warrants in FirstWorld Communications
to TPG Partners III, L.P. earlier this year, ENA engaged Bear, Stearns & Co.
to assist ENA and Enron Communications as financial advisor and agent. Kevin
Garland sent me earlier this week (via Steve Horn) a copy of the
corresponding engagement letter dated 01-Dec-99 and signed by Garland and
Horn (and by Richard Lewis of Bear, Stearns). It stipulates that Bear,
Stearns shall receive as fee 2% of the aggregate consideration received by
ENA, or $2,582,351 (plus $25,000 in out of pocket expenses).

Horn and Garland (and our accounting department) have confirmed to me that we
have not previously paid any fee to Bear, Stearns for this transaction.
Given the fact that the economics of the deal accrued to the account of ENA,
it is probably only fair that we pay the fee. I have instructed Stacy Hardy
in accounting to wire the money prior to year end.

Sorry to hit you with this so late in the year, but I only found out about it
two days ago. Call me if you have questions.

MLM