could you please forward to Scott Miller (email below) our short 
confidentiality, non-solicitation and non-compete agreement?  Thanks a lot.  
Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 12/11/2000 05:11 
PM ---------------------------


"Scott Miller" <smiller@bracepatt.com> on 12/10/2000 01:40:07 PM
To: <vwesterhaus@shb.com>
cc: "W. Cleland Dade" <cdade@bracepatt.com>, <dan.lyons@enron.com>, 
<michelle.cash@enron.com> 
Subject: AMPS Assignment


Attached is a marked version of the Assignment Agreement with our initial 
comments.  In addition to the comments marked, we also have a few other 
questions.

Although we do not object to it being mentioned twice, why is the lease 
assigned pursuant to this Assignment Agreement when there is also a separate 
lease assignment agreement?

How was the employment of the persons listed on Exhibit A to the Assignment 
Agreemement effected?  Were they terminated or did they resign?  Is there any 
documentation regarding this?

We may have further comments after review by Enron and our labor attorney.  
Please call Cle at (713) 221-1314 or me at (713) 221-1131 with your comments.

Thanks.

Scott L. Miller
Bracewell & Patterson, L.L.P.
Phone (713) 221-1131
Fax (713) 222-3242
email:  smiller@bracepatt.com

 - Redline AMPS Assignment Agreement.doc