PRIVILEGED AND CONFIDENTIAL:  ATTORNEY-CLIENT COMMUNICATION, ATTORNEY WORK 
PRODUCT

Dear Tim,

I have enjoyed speaking with you and Scott about the above-referenced 
matter.  In those past conversations, I mentioned that I anticipated 
transitioning in on behalf of Arthur, given the recent acquisition of the MG 
Metals entities at issue in this case by Enron.  I have confirmed with 
Arthur, who is employed by a MG Metals entity that was not acquired, that he 
is happy to turn over the reins.  Martin has advised me that he is 
comfortable if that is Arthur's decision.

Accordingly, please send all future communications in this matter to me 
alone; I will take the responsibility for further dessimination within Enron 
(and specifically for keeping Martin advised). 

I do not know whether you have already sent a bill in this matter.  Enron 
expects from its outside counsel itemized bills that list the names and 
billing rates of all timekeeper, and an itemized list of expenses incurred.  
If you have any question about how the bill should look, don't hesitate to 
give me a call.

I look forward to working with you.

Regards,
Britt Davis