Dear Mark:
Here are our comments on the agreement. Let me know if these are okay, and
please resend with the confidentiality provisions (unless you want me to put
them in). Then we can arrange for execution and payment.
Best,


Helaine Fine
RiskMetrics Group, Inc.
44 Wall St.
New York, NY 10005
Tel.: 212-981-7427
Fax: 212-981-7403
E-mail: helaine.fine@riskmetrics.com

 -----Original Message-----
From: 	Mark.Greenberg@enron.com [mailto:Mark.Greenberg@enron.com]
Sent:	Monday, November 26, 2001 10:20 AM
To:	Helaine.Fine@riskmetrics.com
Cc:	Brian.Cruver@enron.com; Craig.Chaney@enron.com;
Mark.Taylor@enron.com
Subject:	Settlement Agreement

 << File: RMGsettlementagreement(11-26-01).doc >> Helaine -

Attached is a first draft of the proposed settlement agreement for the
CreditStream product.  I have provided standard provisions in relation to
liabilities, waiver and releases.  Where there are blanks, I am waiting for
additional information and hope to have that soon.  As to Paragraph 7, I
was unable to locate a copy of the Confidentiality Agreement between RMG
and EnronCredit.com from Sept., 2000.  Once located, I will probably
incorporate the confidentiality terminology into the release/settlement.  I
hope to have a copy of this agreement a bit later today.

Please look over the attached and provide any comments or questions you may
have.

Hope you had a safe holiday.

Mark


(See attached file: RMGsettlementagreement(11-26-01).doc)

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<<RiskLib1-#817-v-1-Enron_Settlement_Agreement.DOC>>

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