Michelle
 
Fortunately we have already received some advice on the effects of bankruptcy 
on NOxTech from our patent counsel, which is attached. This is very promising 
and appears to put us very much in control of the intellectual property. 
Turning to the employment of the key individual, Bruce Sudduth, you will see 
from the covering email that we might want to take some immediate steps to 
preserve our ability to access him in the event bankruptcy is declared, 
however I am not convinced on the limited amount of information that we would 
not be running the risk of a tortious interference claim, unless we agreed it 
with the directors of NOxTech first and then proposed it to Bruce. What do 
you think?
 
Marcus
---------------------- Forwarded by Marcus Nettelton/NA/Enron on 11/29/2000 
08:41 AM ---------------------------


"Maher, David" <DMaher@mdbe.com> on 11/28/2000 03:27:11 PM
To: "'marcus.nettelton@enron.com'" <marcus.nettelton@enron.com>
cc: "Bates, William" <wbates@mdbe.com>, "Deamer, Bart" <BDeamer@mdbe.com> 

Subject: FW: Licenosor's Bankruptcy Issues & Agenda for Tomorrow


Marcus,
In case you had not seen this yet, attached is a memorandum we had prepared
at Bart Clark's request anticipating NOxTech's possible bankruptcy.  I have
forwarded your contact information to Bill Bates, and he should be calling
you tomorrow.

Best regards,
Dave

>  -----Original Message-----
> From:  Miller, Gilman
> Sent: Thursday, June 29, 2000 7:17 PM
> To: 'Barton Clark'
> Cc: Mastroianni, Ron; Michelson, Randy; Maher, David; Evans, Hank
> Subject: Licenosor's Bankruptcy Issues & Agenda for Tomorrow
>
> Bart - The attached memo summarizes Enron's rights in various scenarios
> involving NOxTech filing for bankruptcy.  The memo is self-explanatory and
> in discussing it with Ron and Randy they did not have any drafting advice
> that would alter the outcomes set forth in the memo.
>
> However, the suggestion was made that a term-of-years (as opposed to an
> at-will) consulting contract could be entered into between Bruce Sudduth
> and Enron providing that Enron would pay Bruce Sudduth a specified amount
> per hour (and perhaps even a small amount up front) in exchange for his
> agreeing to provide Enron with technical assistance on an as-needed basis.
> Such an agreement could not spring into effect upon a bankruptcy event (or
> it would be subject to the same analysis in the attached memo whereby
> specific performance could not be compelled).  Similarly, it should not be
> referenced in the Transaction Documents (much less be a condition to
> closing).  Instead it might simply run for a two-year period starting upon
> its execution presumably next month.
>
> If such a contract is something that you would like to pursue we could get
> an employment attorney working on drafting such an agreement.
>
> ----
>
> With respect to tomorrow's call at 8 a.m. our time (10 a.m. your time).
> As I mentioned in my voice message, if we still have not seen anything
> from LeBoeuf with respect to the other Transaction Documents then you
> should simply call David Maher (650-849-4908) at that time to discuss the
> License Agreement as he will be turning that agreement.
>
> If you leave me a voice message (415-393-2520) indicating that any other
> comments have arrived from LeBoeuf overnight or earlier that morning then
> I will still come in by 8 a.m. to begin reviewing such comments in
> preparation for discussing them with you after your License Agreement
> discussion concludes.  Of course, if we have not received any comments
> from LeBoeuf by that time then we will not be able to turn the other
> Transaction Documents in time for a Noon p.s.t. signing by NOxTech.
>
> Thanks,
> Gilman Miller
> McCutchen, Doyle, Brown & Enersen
> Three Embarcadero Center, 18th Floor
> San Francisco, California  94111
> T - (415) 393-2520
> F - (415) 393-2286
>
>
>  <<21255682.DOC>>

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