I think it would be helpful if we met sometime soon to "take inventory" as to 
our legal entity structures (thus far) for the Enron Net Works "family".  
There has been a fair amount of entity formation (and, perhaps, commercial 
activity) and I want to make sure the all entities and assets are where they 
are suppose to be.

To that end, please contact my assistant, Darlene Forsyth (x3754) as to your 
availability over the next week so we may take an hour or so to compare notes.
Thanks.

Jordan
---------------------- Forwarded by Jordan Mintz/HOU/ECT on 07/18/2000 03:04 
PM ---------------------------


Nora Dobin@ENRON
07/18/2000 10:56 AM
To: Jordan Mintz/HOU/ECT@ECT, Michael K Patrick/NA/Enron@Enron
cc: Harry Arora/HOU/ECT@ECT, Bill Brown/NA/Enron@ENRON, Brenda L 
Funk/HOU/ECT@ECT 
Subject: DealBench

As most of us have discussed, Harry Arora's group has been developing an 
e-commerce site now known as DealBench.com (formerly EnronDirectFinance).  
This site is being launched as an information dissemination/deal platform 
whose closest competitor is Intralinks.  DealBench's customers will be banks, 
law firms, and other businesses who desire a secure internet platform to 
conduct business transactions online.  Customers will license use of the site 
pursuant to written agreements.  Several trademark applications have been 
filed by Enron Corp. for the site.  Lawyers from Vinson & Elkins in Austin 
(Bob Baird and Dean Harvey) and Houston (Steve Borgman) have been assisting 
us in various legal matters relating to the site.

At this point, the commercial team desires to move ahead with a limited 
liability entity to own and operate the DealBench business.  Based upon input 
from many of you, the proposal is to form a simple, single-member, 
owner-managed Delaware limited liability company named DealBench L.L.C.  The 
sole owner would be Enron Net Works LLC.  Upon formation, all assets and 
liabilities of the DealBench business will be assigned to, and assumed by the 
new LLC.  We understand that the private placement being contemplated by Net 
Works will be through a separate legal entity and currently does not 
contemplate the DealBench business.  We also understand that DealBench's 
ownership by Net Works will not preclude future flexibility in DealBench's 
ownership.

The commercial team desires to move forward with formation of DealBench 
L.L.C. this week.  Based upon your input, we will proceed as outlined above.  
If you have any other thoughts or suggestions, please let me know.  Thanks 
for your help.

Regards, NJD