Summer

Attached is the draft Purchase and Sale Agreement. It is highly
confidential, and should not be provided to any other individual, including
EI management. I would appreciate your review of the Agreement, and in
particular Sections 2.06, 5.06, 5.07, 5.14, 7.03, 9.02, and 9.03. I would
also appreciate your helping to prepare the related Disclosure Schedules.
Attached below is an annotated version of the reps/warranties along with a
form of Disclosure Schedule that has been prepared by V&E. We are asking
that drafts of all Schedules be completed by Friday. Also attached is the
latest Matrix of assets. The plan is to transfer all 700-plus related
entities. Please call with any questions or recommendations. Thanks for all
the help. Lance.

- 00.pdf

- 265022_1.doc
- Summer Disclosure Letter v.2.WPD
- 7.09.00ABC Matrix .xls