I did not participate in the call last week because I thought it was only 
concerning financial consultants. Shortly before the meeting,a more detailed 
agenda arrived by e-mail(which may be par for the course but I find 
irritating). Please find out 1) what was decided and 2) what is the agenda 
for tues. Thanks



	"J. ROBERT NELSON" <JRNELSON@LLGM.COM>
	04/18/2001 12:57 PM
		 
		 To: Richard.B.Sanders@enron.com
		 cc: CEKLUND@LLGM.COM
		 Subject: Power Exchange


The Committee interviewed financial advisors yesterday.  The list included 
PriceWaterhouse, KPMG, BDO, Stonefield Josephson and Neilson, Elggren.  The 
preference seemed to be PW, in major part because it was actively involved in 
creation of the Power Exchange systems.  There was an obvious concern about 
the potential for conflicts given PW's role for the PGE committee.  In that 
regard, we were told (1) that there is a different standard for accountants 
than attorneys, (2) that counsel for the PGE committee didn't perceive a 
problem, (3) that there would be different teams handling each of the cases, 
(4) that it was highly unlikely that there would be any disagreement over the 
underlying numbers (ie, that PW would at the same time be supporting and 
challenging numbers in claims litigation).  We've asked PW for assurances 
that if there is any challenge, it will be available to support the 
participants' position.  We're waiting for a response.  For the moment, no 
second choice has been identified.
Before the interviews, I spoke with Marc Cohen.  He's frustrated with Joe 
Eisenberg.  Joe has been slow in generating a stipulation to transfer 
litigation responsibility to the participants committee.  Consequently, Cohen 
went ahead and drafted a stipulation himself.  Evidently Eisenberg is about 
to sign off, and the matter will be presented to the court presumably on 
shortened time.  I took the opportunity to urge Cohen to press Eisenberg to 
prepare a liquidating plan.  In that regard, Eisenberg did go to the 
creditors committee and propose using $4 million of the $20 million of 
available cash to support a plan.  Not surprisingly, the creditors came back 
asking for $18 million.  Cohen's sense is that there may be a deal in the $10 
million range, particularly if we can persuade the trade that the 
participants may themselves have a claim against the $20 million.  Cohen is 
giving thought to how we make that case.  If we can agree on a number, we can 
get rid of the trade creditors, shift responsibility for the wind up to a 
liquidating agent of our choosing and close the bankruptcy case.
Cohen apparently has made no headway in efforts to reconstitute the PGE 
committee.  He's concerned that the second largest creditor does not have a 
seat at the table and questions whether the presence of such entities as 
Enron and Dynegy adequately represents the interests of the broad range of 
Power Exchange participants.  Wearing our CPX committee hat and the duty that 
comes with that, are we comfortable leaving things as they are rather than 
encouraging our counsel to pursue the matter with some formal motion in the 
PGE case?  Unless I hear to the contrary, I'll assume that our position in 
that regard has not changed and that if there were a committee vote on that 
particular issue, we'd abstain.
I see that some efforts may be underway to compel the Power Exchange to 
release collateral.  Is that something we'd consider joining?  Bob Nelson

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