Pat, thanks for your comments.  I agree 100%.  Michelle

PS.  My friend who is a photographer is doing a show in Dallas this week.  I 
suspect that we'll see info on his web site pretty soon.  





FMackin@aol.com on 11/03/2000 10:15:19 AM
To: Michelle.Cash@enron.com
cc:  
Subject: Re: Project Triple Lutz -- HR Issues with Bidder D


Michelle,

It looks like there are a lot of deal issues to be negotiated.  You have a
good hand on the legal issues for the employment matters.  If a form of
indemnity is required, make it very broad to cover all risks, including, but
not limited to, selection, unlawful discrimination and for permitting
tortuous interference with employment.

I assume that you have received my November 1 memo regarding Bidder D.
Redlined SPA.

I listened in on the labor relations call yesterday, but there didn't seem to
be anything for me to comment on.  I do have one observation about the call.
While I don't know anything about the transaction, the conversation about
employment and benefits would have been facilitated if Enron had previously
submitted a written schedule of all of the documents and information Enron
required in completing its due diligence review, and used that written
schedule to make reference to the data that has not yet been received.

Enron should not let the other side's data schedule or lack of a complete
schedule control Enron's due diligence agenda.  Enron should know in advance
what information it wants and use a check off sheet to manage the due
diligence process.  That way, the other side will better understand what
Enron expectations are.

I use this kind of data management tool all of the time and it is very
helpful to be able to refer to when it was presented to the other side, how
long they have had it and what items are still missing.

I heard nothing like that in the conference call yesterday.  It was though
people were thinking of things as the conversation went along.


Pat