John,

FYI

Vince

---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 11/29/2000 
10:09 AM ---------------------------


"Dale M. Nesbitt" <dale.nesbitt@worldnet.att.net> on 11/28/2000 11:56:58 PM
Please respond to <dale.nesbitt@marketpointinc.com>
To: "Vincent Kaminski" <Vince.J.Kaminski@enron.com>
cc:  
Subject: Test Project Proposal


Vince:

I did get the proposal out today, but after close of business your time.
Sorry for the brief delay.  You will find two attachments.  The first is our
time and materials contract, which will need to be executed if you want to
do the test project.  The second is an addendum to that time and materials
contract under Section H, which allows for specific work statements to amend
and supersede the general consulting agreement.  The general consulting
agreement (termsandconditions.doc) contains all the confidentiality, billing
rate, and other provisions that your contract people will probably want and
provides a general framework for doing business.  The work statement
(testproject.doc) contains the specific provisions for our standard weeklong
onsite test project.

I hope we get the opportunity to serve you and ultimately to make
MarketPoint available to you.  In light of the contiguity to the holidays, I
dont think it would be realistic to try to schedule this test project before
then, probably from your perpsective as well as ours.  Let's think about
doing it the first opportunity in January if you decide to go forward if
that is OK with you.

All the best.
Dale

 - testproject.doc
 - termsandconditions.doc