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Michelle Cash
Enron North America Corp.
1400 Smith Street, EB 3823
Houston, Texas  77002
(713) 853-6401
michelle.cash@enron.com

This message may contain confidential information that is protected by the attorney-client and/or work product privileges.
----- Forwarded by Michelle Cash/HOU/ECT on 06/08/2001 11:03 AM -----


	tcarrico@spilmanlaw.com 06/08/2001 10:18 AM 	   To: michelle.cash@enron.com  cc:   Subject: Enron/Release	



Michelle,

	I spoke with Rick Brown, he told me that when he signed the
handwritten agreement on behalf of Elliott and Dickinson, it was his
understanding that CRDC would make the required payments under the
settlement agreement.  But, if CRDC defaulted then Chris Cline, Tim Elliott,
John Dickinson, and Enron could be responsible for the remaining payments.
He believes that if CRDC defaults and the other defendants do not agree
among themselves as to the amount and manner in which Clonch will be paid,
then Clonch will be required to institute one arbitration action against
each of the remaining defendants.  Additionally, he believes that under the
agreement the parties did not agree to joint and several liability.  I asked
him as to why he allowed his clients to be potentially personally liable on
the payments owing to Clonch by CRDC.  He explained that it was a "no
brainer."  He reasoned that Elliott, Cline, and Dickinson are the chief
officers of CRDC and they will do everything in their power to prevent CRDC
from defaulting, because they do not want to be subject to personal
liability.  Rick also told me that Kevin also agrees with this
interpretation.

	After speaking with Rick Brown, I spoke to Rich Walters, who
informed me that Clonch refused to accept Enron's offer to guarantee
payments under the settlement agreement beginning 2002 until 2007 at a
maximum of $1000 a month and $12,000 a year.
Rich Walters told me Karen Miller's interpretation of the handwritten
settlement agreement.  Her interpretation is in accord with Rick Brown's
interpretation.  For these reasons, only intends to sue Enron and not Cline,
Elliott, and Dickinson for violation of the settlement agreement.



	Please call me so that we may discuss. Thanks.

Tim C. Carrico
Spilman Thomas & Battle, PLLC
email: tcarrico@spilmanlaw.com
phone:             (304)-340-3856
cell phone:       (304)-549-2681
fax:                  (304)-340-3801
address:           300 Kanawha Blvd., East
                       Charleston, W.Va. 25301


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