We are fine with the waiver, subject to the usual caveat that we do not consent to your firm litigating against us.  Please let me know if there will be a more formal follow up. 




"Keffer, John" <JKeffer@KSLAW.com> on 05/31/2001 11:27:46 AM
To:	"Victoria T. Sharp (E-mail)" <vsharp@enron.com>
cc:	"James V. Derrick (E-mail)" <james.derrick@enron.com> 
Subject:	Home Depot Waiver


Vicki-I apologize again for a K&S partner having attended the initial
meeting between Enron and Home Depot yesterday before you and Jim Derrick
had an opportunity to review our waiver request.  As I mentioned to you
yesterday, none of the lawyers who worked on the Electrolux matter (myself,
Ken Culotta and Kevin Keenan) will have any involvement in the Home Depot
matter.  I can also confirm that the amount of work Erik Swenson (who would
lead the project on behalf of Home Depot) has done for Enron to date has
been minimal and none of it has involved EES's energy outsourcing business.

As I believe both clients are anxious to work on the potential transaction,
please let me know of the waiver as soon as you can.

Regards

John



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