Attached is the draft Purchase and Sale Agreement.  It is highly 
confidential, and should not be provided to any other individual, including 
EI management.  I would appreciate your review of the Agreement, and in 
particular Sections 2.06, 5.06, 5.07, 5.14, 7.03, 9.02, and 9.03.  I would 
also appreciate your helping to prepare the related Disclosure Schedules.  
Attached below is an annotated version of the reps/warranties along with a 
form of Disclosure Schedule that has been prepared by V&E.  We are asking 
that drafts of all Schedules be completed by Friday.  Also attached is the 
latest Matrix of assets.  The plan is to transfer all 700-plus related 
entities.  Please call with any questions or recommendations.  Thanks for all 
the help.  Lance.  

 
 - 00.pdf

 - 265022_1.doc
 - Summer Disclosure Letter v.2.WPD
 - 7.09.00ABC Matrix .xls