Enron Mail

From:craig.chaney@enron.com
To:leslie.hansen@enron.com, denis.o'connell@enron.com, tana.jones@enron.com,david.dupre@enron.com, richard.sage@enron.com
Subject:ERisk MOU and NDA Plan
Cc:
Bcc:
Date:Fri, 1 Dec 2000 05:53:00 -0800 (PST)

All,

OK, we need to move ahead with the ERisk MOU and NDA. We will be meeting
with ERisk December 12th and these documents will need to be executed for us
to have that meeting. Per the series of emails below I believe we agreed
with most of the following actions:

1) David and Tana will pull together the NDA and email it to ERisk for
comments by 12/1/00. The provisions of the NDA needs to be congruent with
Section F of the MOU.

2) ERisk will return the comments by 12/4/00.

3) David and Tana will finalize the NDA and submit to Leslie for approval by
12/5/00.

4) Leslie will review and approve the NDA, initial and return to David Dupre
by 12/5/00.

5) David will fax and email the NDA to Richard by 12/5/00.

6) Richard will co-ordinate with Denis to sign both the NDA and MOU by
12/7/00.

7) Richard will FedEx the NDA to ERisk in New York by 12/7/00

8) David will follow-up with ERisk to assure that the documents are signed
before December 12th.

Please let David know if you will not be able to make the time lines so we
can make other arrangements.

Thanks in advance for your help.

Craig







Leslie Hansen
12/01/2000 11:59 AM
To: David P Dupre/HOU/ECT@ECT
cc: Tana Jones/HOU/ECT@ECT, Craig Chaney/HOU/ECT@ECT

Subject: Re: Erisk MOU and NDA

David:

As we discussed, this CP is expecting to receive a revised NDA to replace the
form we previously sent to them. Accordingly, I will have Tana prepare a new
form of NDA, which I will modify a bit to incorporate their proposed
revisions to the previous draft to the extent they are acceptable, and send a
revised draft to the counterparty.

With regard to the MOU, I have left Dennis a voice mail explaining that I do
not feel comfortable picking up an MOU in the middle of negotiations. I do
not agree that it needs to be the same lawyer drafting the MOU and the NDA
and intend to discuss this issue with him.

I have briefly discussed the general issue of our involvement in the
representation of EnronCredit.com with Mark Taylor and will follow up with
some more helpful guidelines next week. In the meantime, I'll work on the
ERisk NDA.

Regards,

Leslie



David P Dupre
12/01/2000 10:39 AM

To: Leslie Hansen/HOU/ECT@ECT
cc:
Subject: Re: Erisk MOU and NDA

Tana asked me to give you this NDA draft document which we forwarded to Erisk
yesterday morning followed
by their comments which you have a copy of.

Thanks
David 3-3528







Leslie Hansen
12/01/2000 09:32 AM
To: Richard Sage/LON/ECT@ECT
cc: Craig Chaney/HOU/ECT@ECT, David P Dupre/HOU/ECT@ECT, Denis
O'Connell/LON/ECT@ECT, Tana Jones/HOU/ECT@ECT
Subject: Re: Erisk MOU and NDA

I will negotiate the NDA for David's group. The counterparty had several
comments to the NDA that David sent out yesterday, so I will need to respond
to those in order to finalize the document.

Denis has drafted the MOU, and I will leave it to him to finalize that
document after he has addressed any issues raised by the counterparty with
regard to the MOU.

Regards,

Leslie Hansen



Richard Sage
12/01/2000 05:38 AM

To: David P Dupre/HOU/ECT@ECT
cc: Denis O'Connell/LON/ECT@ECT, Leslie Hansen/HOU/ECT@ECT, Craig
Chaney/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT
Subject: Re: Erisk MOU and NDA

David,
Denis told me yesterday that the same lawyer needs to do NDA and MOU (the NDA
is an extension of the MOU) and that Leslie was looking at the NDA so should
do the MOU as well.
I suggest that you give Denis a call to clarify.
Leslie should mail Denis (and copy me) with the final documents saying they
are OK, Denis will initial them, and I will get them signed and send them
wherever they are required.

I'll publish a general procedures guide later so everything works smoothly
going forward!

Regards,
Richard




David P Dupre
01/12/2000 02:22
To: Richard Sage/LON/ECT@ECT
cc:

Subject: Erisk MOU and NDA

How is this going?

There is an appendix A under Section E of the MOU which is
a non-disclosure agreement.

We are working on this NDA with Tana Jones of ENA Legal.

Cheers,
David