At your request, the following is a summary of the issues related to the notice of lien that we have received from Fisk Electric.  Smith Street Land Company gave MFN a license to access Enron Center South for the purpose of installing telecommunication capabilities to and in that building.  My assumption in preparing the License Agreement was that there would be a business contract between Enron Networks and MFN covering such its as pricing, specific services, payment obligations and a prohibition against placing liens on the property.  Had I known that there would be no such business contract, I would have included the lien language in the License Agreement.  Because of this lien issue between MFN and Fisk, all of our existing License Agreements, including the MFN License Agreement, are being amended to add the lien language.

Fisk has sent us a notice of lien claiming non-payment from MFN in the amount of $83,210.00.  This document is not and does not create a lien, but rather just sets up the statutory requirements for a lien to be file in case MFN does not pay.  If a lien is filed, several negative things happen from our perspective.  First, there will be a cloud on the title of the property which will effect our ability to roll the building into a structured financing vehicle as is planned in the future.  Second, because our property has been enhanced by the work that Fisk did, we may become responsible for payment of the full amount to Fisk, plus their other related expenses.  Obviously, we want the lien issue corrected immediately and should put whatever pressure is necessary in order to get the issue resolved.

If you need further information, give me a call.

Susan Bulgawicz
            Senior Counsel
    EB 50M06  (713) 853-4858
    FAX:          (713) 646-4995