One thing to put on the list (which may be there all ready) is that we want 
our officers/directors to effectively resign at closing.  

Another detail (and note who is getting this email):  I've had three 
instances recently where agreements have been forwarded to the counterparty 
prior to legal review.  As much as I hate to suggest this, it may be best to 
have the drafts forwarded to Enron Legal before the commercial team receives 
the docs.

Kay






"Campbell, Carolyn" <CCampbell@KSLAW.com> on 02/06/2001 06:19:20 PM
To: "'Carlos.Sole@enron.com'" <Carlos.Sole@enron.com>
cc: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>, "'Fred.Mitro@enron.com'" 
<Fred.Mitro@enron.com>, "Keffer, John" <JKeffer@KSLAW.com> 

Subject: Kendall Purchase Agreement


 <<2VCP02!.DOC>>  <<2VCPRED.DOC>>


Carlos:

We have enclosed the initial draft of a Purchase Agreement pertaining to
Kendall New Century Development LLC.  Also enclosed is a blacklined copy
marked to reflect revisions to the form of agreement initially furnished to
us.  We are continuing to review the Purchase Agreement, and may wish to
suggest additional revisions; however, we have attempted to expedite the
review process by circulate a draft today.  We wish to call to your
intention several matters which may warrant further consideration:

1.  Please advise whether Enron has any outstanding guaranties or
performance bond type obligations in connection with the Kendall Project.
If so, we will want to add appropriate provisions addressing the replacement
of such guaranties and/or performance bonds by the Purchaser.

2.  We anticipate that the Purchaser will require some type of
representation as to balance sheet information (i.e., a description or
listing of assets and liabilities) of the Company.  We have not yet drafted
this representation, as it would be helpful to know what type of information
is available, and what type of representation Enron is willing to make in
this regard.

3.  The first sentence in Section 6.3 (the covenant pertaining to Project
Obligations) seems rather unusual, as it is more typical for the Seller to
be subject to such restrictions rather than the Purchaser.  However, since
it appears to have been deliberately drafted in this manner, we have not
attempted to revise this provision, and we await guidance on whether
revision would be acceptable to Enron.

Please review the enclosed and advise of any comments or questions.  In the
meantime, if we may be of any further assistance, please do not hesitate to
call.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures 133945v2
  133945vR2/1



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 - 2VCP02!.DOC
 - 2VCPRED.DOC