Thanks for coming over this afternoon.  Thought I would jot down what we
heard from the meeting.  Please add, delete, modify as you see fit.

Thanks,

PK

   Provide better or equal service to Enron (accounting, applications, and
   infrastructure) at better or equal cost in the areas of accounting,
   applications and infrastructure.  This would be in the form of a
   services contract and would include the absorption of personnel into
   Accenture
   Ensure that the Enron employees understand that we are doing this
   transaction with the explicit expectation that a commercial business
   will be developed
   For assets that have the expectation of stand alone value within the
   marketplace, either separate them from this transaction or provide
   appropriate value to Enron (upfront or otherwise)
   Structure our compensation so that we are rewarded as the commercial
   business grows (i.e., this is where we make our margin not on the
   seeding Enron transaction)
   Review Accounting and IT functions to determine the components that make
   sense to be included in the scope of the Enron transaction and (or) in
   the scope of the commercial offerings (e.g. SAP, Retail, etc.)
   Perform due diligence over a two week period to further define,
   quantify, and qualify the deal
   Be ready to go asap


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