I have addressed each of your questions in italics below the question.  
Regards, NJD






"Kimpel, Scott" <skimpel@AKINGUMP.COM> on 09/11/2000 03:07:30 PM
To: "'Nora.Dobin@enron.com'" <Nora.Dobin@enron.com>
cc: Harry.Arora@enron.com, Jeff.Bartlett@enron.com, Trey.Cash@enron.com, 
mmandell@akingump.com, "'brian.j.mcguire@db.com'" <brian.j.mcguire@db.com>
Subject: RE: Revised DealBench Site License Agreement


Nora,

Per my weekend voicemail, we have reviewed your changes to the Site License 
Agreement and Services Agreement, and have only the following minor comments:

Services Agreement

1.  The reference in Section 4 on indemnification in the first sentence, 
second line, should be to "Net Works", not "DealBench".

You are correct. 

Please note that regarding Section 1, counsel to Net Works has requested more 
specificity of Net Works' duties regarding identification of potential 
bidders  1(a)(i) and bid analysis 1(b)(iii). Accordingly, after consulting 
with the business team, I suggest the following:

For 1(a)(i): assist the Seneca Entities in contacting potential bidders 
identified by the Seneca Entities and if Net Works elects to identify 
potential    bidders, those identified by Net Works;

For 1(b)(iii):  assist the Seneca Entities in analyzing bids for Portfolios 
received on or before September 8, 2000 by reporting bid information in an    
organized manner, such as preparing a factual comparison of bid information; 
and

add new 1(b)(iv): assist the Seneca Entities in responding to bid offers for 
the Portfolios received on or before September 8, 2000.


Site License

1.  Date:  The Services Agreement is dated July 1, and the Site License July 
17.  Is this difference intentional?  The date is not so important except for 
the fact that there are cross-references between the agreements, and 
technically speaking, if they are dated on different dates, then references 
in the earlier agreement (as in the recitals) may cause unintentional busts.

It is my understanding that the Pre-Solicitation Period began before the 
effectiveness of the Site License Agreement.  Subject to confirmation from 
the DealBench team, I do not believe having both Agreements dated as of July 
1, 2000 is a problem.

2. Seneca Address For Notice:  c/o EN-BT Delaware, Inc., 51 W. 52nd St, New 
York, NY 10019, Attn:  Brian J. McGuire.

Change will be made.

3.  Exhibit C, Section 1.  We accept the revised payment structure, but would 
prefer that the $900,000 payment be due on October 2, 2000, rather than the 
"earlier of" construct now included.

Ok.

4.  Exhibit C, Section 3.  Please explain the added language "except for 
video-related costs and expenses", which could be read to mean that either 
such services will not be invoiced (though they are outside the scope of 
services), or that they are expressly within the scope of services.  In any 
event, and to prevent any future confusion on what are/are not extraordinary 
expenses, we would like a proviso to this section that Deal Bench will not 
incur any extraordinary expenses without Seneca's
prior written consent, in Seneca's sole discretion.  If DealBench believes a 
service is necessary, but Seneca doesn't want to pay, then it is Seneca's 
loss, and Deal Bench has satisfied its duties by raising the subject.

The DealBench team advises that although up and downloading of videos are 
included in the Services, video-related costs and expenses will be extra.

Well, that's all.  I think that since the site license is in your system, it 
would be sensible for you to prepare the execution copy.  Likewise, I will 
prepare the execution copy of the services agreement.  Please let me know 
what you think.

This approach makes sense.  Thanks for your help.

Regards,

Scott Kimpel


-----Original Message-----
From: Nora.Dobin@enron.com [ mailto:Nora.Dobin@enron.com 
<mailto:Nora.Dobin@enron.com> ]
Sent: Thursday, September 07, 2000 7:40 PM
To: skimpel@akingump.com
Cc: Harry.Arora@enron.com; Jeff.Bartlett@enron.com; Trey.Cash@enron.com;
mmandell@akingump.com
Subject: Revised DealBench Site License Agreement


Attached please find the referenced Agreement marked to show changes in
Sections 5, 7, Exhibit A (Services) and Exhibit C (Payment and Term).
Changes in Sections 5 and 7 are those you requested.  Changes in Exhibits A
and C reflect that 15 portfolios of leased assets (as opposed to 15 leased
assets) are covered.  Changes in Exhibit C also reflect changes discussed
by Jeff Bartlett and Trey Cash regarding timing and size of installment
payments, and extra charges for video-related services.

Regards, NJD

(See attached file: DB Site License Tomas Marked.3.doc)



The information contained in this e-mail message is intended only for the 
personal and confidential use of the recipient(s) named above. This message 
may be an attorney-client communication and/or work product and as such is 
privileged and confidential. If the reader of this message is not the 
intended recipient or an agent responsible for delivering it to the intended 
recipient, you are hereby notified that you have received this document in 
error and that any review, dissemination, distribution, or copying of this 
message is strictly prohibited. If you have received this communication in 
error, please notify us immediately by e-mail, and delete the original 
message.