Twanda, please print this out and also print out the consulting services 
agreement form for my review with this.  Thanks.  MHC

---------------------- Forwarded by Michelle Cash/HOU/ECT on 02/25/2000 05:12 
PM ---------------------------


FMackin@aol.com on 01/24/2000 12:16:23 PM
To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: Agreements with non-employee contractors



Michelle,

While I think that "Enron" discourages entering into agreements for services
directly with non-employee contractors, there are times when a business
decision is made to do so on a very limited basis.  Aside from other legal
issues, one single issue that has received a lot of attention in recent years
is the issue addressed by the Microsoft case involving the question under
what circumstances are individuals designated as independent contractors
entitled to employee benefits provided by  an employer to its employees.

While we have amended the various employee benefit plans to address this
issue, another place where it can be effectively addressed is in the contract
for services.

Recently, I was involved with a project to develop provisions to be included
in such a service agreement with non-employee contractors who will not be
entitled to employee benefits.  I thought you might have an interest in this,
so I have attached the contract provisions that were developed for this
circumstance along with an analysis.

I wonder if there are other attorneys who design and draft such agreements
who would be interested in receiving this information?

Regards,

Pat

 - Benefit Waiver 1.doc