Dear Mark,

I'm an intellectual property attorney in Brobeck's Business and Technology
group in Austin.  As I think you're aware, Brobeck is providing legal
representation to ECOutlook in the deal currently being negotiated between
Enron and ECOutlook regarding ECOutlook's potential purchase of a particular
Enron technology application.  You've been identified as Enron's inside
counsel contact for this potential deal.

Attached please find ECOutlook's initial technology and intellectual
property due diligence request for the potential transaction.  Based on the
initial due diligence response we may have some corporate-related due
diligence and some additional tech/IP due diligence requests.

Our understanding is that ECOutlook and Enron have mutually set a goal of
closing this transaction by January 31.  In order to meet this deadline, we
need to have substantially completed the due diligence review by the end of
next week (i.e., Jan. 19), which means we need to receive your response to
this request very soon.

I look forward to working with you as this deal progresses.

Best regards,

Jim Calkins
Brobeck, Phleger & Harrison LLP
4801 Plaza on the Lake
Austin, Texas  78746
512.330.4203 (direct)
512.330.4000 (main)
512.330.4001 (fax)
jcalkins@brobeck.com


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 - IP due diligence memo.doc