Re: Contractor Service Agreement

Sheila, attached is a revised version of the agreement -- most of the changes
reflect the revisions that we added to the final version of Pystech. Two
quick additional issues to doublecheck:

1. I assume that based on the short term of the agreement, you did not want
to include the right to terminate the agreement at any time? (the draft does
not so say -- so let me know if you want to add this).

2. The Agreement indicates that payment is $30,000 a month but the term is
for 10 weeks or so. So, do you want me to add a statement that this amount
will be pro-rated? I ASSUMED SO - SEE EDITS. Do we mean $30,000 every 30
days on a pro-rated basis or will he get the full sum for the "month" of
August?

In case these are non-issues, here is the revised version. Please review and
let me know if it is okay and I will send an initialed version down to you.

Cheryl Nelson
Senior Counsel
EB3816
(713) 345-4693
http://gss.enron.com/

Sheila Glover@ECT
06/01/2001 09:18 AM

To: Cheryl Nelson/NA/Enron@Enron, Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Contractor Service Agreement

---------------------- Forwarded by Sheila Glover/HOU/ECT on 06/01/2001 09:15
AM ---------------------------

From: Sheila Glover 06/01/2001 09:15 AM

To: Cheryl Nelson/NA/Enron@Enron
cc: Sara Shackleton/HOU/ECT@ECT
Subject: Contractor Service Agreement

Cheryl,
Please do a legal review of this Contractor Service Contract. The agreement
is based on the Psytech agreement which had been previously reviewed by legal.
If possible, I would like to get this turned around today.
Thanks. Sheila