FYI.

----- Forwarded by Michelle Cash/HOU/ECT on 06/09/2000 04:02 PM -----

	Mark Holsworth@ENRON
	06/09/2000 10:53 AM
		 
		 To: Michelle Cash/HOU/ECT@ECT, Sharon Butcher/Corp/Enron@ENRON, Philippe A 
Bibi/HOU/ECT@ECT, Tom O Moore/NA/Enron@ENRON
		 cc: Rex Rogers/Corp/Enron@Enron
		 Subject: APS

 I received a call from Gene Diers today about what he believes may be going 
on with changes to my Agreement for Project Services ("APS") and how we 
operate.  There are business and legal reasons for the APS  being in the name 
of Enron Corp.  If we sell a company and the APS was in the name of a 
subsidiary, we would have to get the sold subsidiary to license the computer 
software to us.  Given the inability to determine this at the time everyone 
is pushing to sell the subsidiary, we could end up without any software or 
having to pay a substantial amount of money to the buyer later on when we 
discover the mistake.  Secondly, allowing all subsidiaries to negotiate 
different versions with vendors would be a nightmare and create five times 
the number of agreements to file.  I am opposed to this.  Every time we sell 
a company, the software has always been an issue.  We are as I told you 
before trying to fix something that is not broken.