I believe the MOU has identified the jurisdiction.  I would think we would be 
consistent between the MOU and the NDA.

Craig




David P Dupre
06/12/2000 21:33
To: Richard Sage/LON/ECT@ECT, Leslie Hansen/HOU/ECT@ECT, Denis 
O'Connell/LON/ECT@ECT, Tana Jones/HOU/ECT@ECT
cc: Craig Chaney/HOU/ECT@ECT 

Subject: Update on ERisk NDA

I met with Bob Young and Curtis Tange from ERisk today.
Together, we called Steve Wagner who indicated that he would
be forwarding his comments to Leslie today via email.

His two concerns are the following:

1. We placed Texas law in the provisions while Steve would prefer to see New 
York Law;

2. Steve would prefer not to see the arbitration provisions which are 
currently in the NDA.

Leslie is out the remainder of today so we will discuss this early tomorrow 
morning.

Thanks.
David
---------------------- Forwarded by David P Dupre/HOU/ECT on 12/06/2000 07:53 
AM ---------------------------


Craig Chaney
12/01/2000 01:53 PM
To: Leslie Hansen/HOU/ECT@ECT, Denis O'Connell/LON/ECT@ECT, Tana 
Jones/HOU/ECT@ECT, David P Dupre/HOU/ECT@ECT, Richard Sage/LON/ECT@ECT
cc:  
Subject: ERisk MOU and NDA Plan  

All,

OK, we need to move ahead with the ERisk MOU and NDA.  We will be meeting 
with ERisk December 12th and these documents will need to be executed for us 
to have that meeting.  Per the series of emails below I believe we agreed 
with most of the following actions:

1)  David and Tana will pull together the NDA and email it to ERisk for 
comments by 12/1/00.  The provisions of the NDA needs to be congruent with 
Section F of the MOU.

2)  ERisk will return the comments by 12/4/00.

3)  David and Tana will finalize the NDA and submit to Leslie for approval by 
12/5/00.  

4)  Leslie will review and approve the NDA, initial and return to David Dupre 
by 12/5/00.

5)  David will fax and email the NDA to Richard by 12/5/00.

6)  Richard will co-ordinate with Denis to sign both the NDA and MOU by 
12/7/00.

7)  Richard will FedEx the NDA to ERisk in New York by 12/7/00

8)  David will follow-up with ERisk  to assure that the documents are signed 
before December 12th.

Please let David know if you will not be able to make the time lines so we 
can make other arrangements.

Thanks in advance for your help.

Craig






Leslie Hansen
12/01/2000 11:59 AM
To: David P Dupre/HOU/ECT@ECT
cc: Tana Jones/HOU/ECT@ECT, Craig Chaney/HOU/ECT@ECT 

Subject: Re: Erisk MOU and NDA  

David:

As we discussed, this CP is expecting to receive a revised NDA to replace the 
form we previously sent to them.  Accordingly, I will have Tana prepare a new 
form of NDA, which I will modify a bit to incorporate their proposed 
revisions to the previous draft to the extent they are acceptable, and send a 
revised draft to the counterparty.

With regard to the MOU, I have left Dennis a voice mail explaining that I do 
not feel comfortable picking up an MOU in the middle of negotiations.  I do 
not agree that it needs to be the same lawyer drafting the MOU and the NDA 
and intend to discuss this issue with him.

I have briefly discussed the general issue of our involvement in the 
representation of EnronCredit.com with Mark Taylor and will follow up with 
some more helpful guidelines next week.  In the meantime, I'll work on the 
ERisk NDA.

Regards,

Leslie



	David P Dupre
	12/01/2000 10:39 AM
		
		 To: Leslie Hansen/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Erisk MOU and NDA

Tana asked me to give you this NDA draft document which we forwarded to Erisk 
yesterday morning followed
by their comments which you have a copy of.

Thanks
David 3-3528







Leslie Hansen
12/01/2000 09:32 AM
To: Richard Sage/LON/ECT@ECT
cc: Craig Chaney/HOU/ECT@ECT, David P Dupre/HOU/ECT@ECT, Denis 
O'Connell/LON/ECT@ECT, Tana Jones/HOU/ECT@ECT 
Subject: Re: Erisk MOU and NDA  

I will negotiate the NDA for David's group.  The counterparty had several 
comments to the NDA that David sent out yesterday, so I will need to respond 
to those in order to finalize the document.

Denis has drafted the MOU, and I will leave it to him to finalize that 
document after he has addressed any issues raised by the counterparty with 
regard to the MOU.

Regards,

Leslie Hansen



	Richard Sage
	12/01/2000 05:38 AM
		
		 To: David P Dupre/HOU/ECT@ECT
		 cc: Denis O'Connell/LON/ECT@ECT, Leslie Hansen/HOU/ECT@ECT, Craig 
Chaney/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT
		 Subject: Re: Erisk MOU and NDA

David,
Denis told me yesterday that the same lawyer needs to do NDA and MOU (the NDA 
is an extension of the MOU) and that Leslie was looking at the NDA so should 
do the MOU as well.
I suggest that you give Denis a call to clarify.
Leslie should mail Denis (and copy me) with the final documents saying they 
are OK, Denis will initial them, and I will get them signed and send them 
wherever they are required.

I'll publish a general procedures guide later so everything works smoothly 
going forward!

Regards,
Richard




David P Dupre
01/12/2000 02:22
To: Richard Sage/LON/ECT@ECT
cc:  

Subject: Erisk MOU and NDA

How is this going?

There is an appendix A under Section E of the MOU which is 
a non-disclosure agreement.

We are working on this NDA with Tana Jones of ENA Legal.

Cheers,
David