I would like to send the following e-mail to Oaktree's lawyer.  What do you
think?

My points are not directly responsive to the prior e-mail, but I think this
gives us a hook to assert a position that you and I have discussed but never
actually asserted.

Steve

................................................

Bruce,

I am a little late answering your attached e-mail.

Brian Barth met with Mike Swartz in the first half of 2000 in his capacity as
counsel for Oaktree and in the context of Oaktree's written agreement, and
Mike's oral agreement, that Oaktree's counsel would not disclose to, or use
for, Farallon anything learned from Barth in the meeting (which meeting
Oaktree insisted take place pursuant to the parties' written agreement.)

In direct violation of the written and oral agreements, Shawna Ballard
thereafter disclosed the Barth/Swartz meeting on the public record in Barth's
deposition and began asserting statements in the deposition that Brian had
allegedly made to Mike.  (Shawna's factual assertions about what Brian said
were in fact wrong, but that is beside the point.)  Until Shawna made her
disclosures, none of the defendants was even aware that the meeting had taken
place.  Now, as a result of Shawna's disclosures, in a variety of ways the
other defendants have initiated formal and informal discovery against Enron
and are otherwise taking positions adverse to Enron.  Enron intends to hold
Oaktree responsible for all damages arising out of its breach of its written
agreement with Enron, including Enron's substantially increased attorneys fees
in the various litigations.



>>> "MacLeodB@hbdlawyers.com" 04/04/01 03:18PM >>>
Steve -- I am having a little trouble understanding the complaints stated in
your two e-mails repeated below.

With regard to the Barth deposition, Section 2.01 of the parties'
cooperation agreement expressly authorizes Oaktree to reveal information
obtained from ECT to potential witnesses or even as exhibits in depositions.

With regard to our document production, Section 2.01 again specifically
authorizes us to provide documents or information obtained from ECT in
responding to discovery requests.  Moreover, we know of no know proper
privilege objection that would have allowed us to withhold any of the
materials we have produced in response to NatWest's subpoena.  Our production 
in response to NatWest's subpoena is substantially complete.
If, after you have reviewed that production, you continue to believe that we
are in error with regard to the Oaktree/ECT agreement or the proper scope of
our production, give me a call and we discuss it.  Thanks Steve.


-----Original Message-----
From: showard@agsk.com [mailto:showard@agsk.com] Sent: Tuesday, April 04, 
2001 2:26 PM
To: MacLeodB@hbdlawyers.com Subject: your production of HBD docs 1-85

This production of documents went far beyond anything required by the
document
requests (e.g., an e-mail from me to Shawna apologizing for misspelling her
name) and violated the confidentiality provisions of the agreement between
Oaktree and Enron

Steve Howard
Alschuler Grossman Stein & Kahan LLP
phone: 310-407-7613
fax: 310-552-6077
e-mail:  showard@agsk.com                                   -----Original 
Message-----
From: showard@agsk.com [mailto:showard@agsk.com] Sent: Tuesday, April 03, 
2001 12:16 PM
To: MacLeodB@hbdlawyers.com Subject: Your response to NatWest's Second 
request for docs


I just reviewed this pleading.  Before you produce any docs responsive to
Request No 1, I would like the opportunity to review the docs.

We believe that Oaktree breached its agreement with Enron when Shawna
disclosed in the middle of Barth's deposition that Mike Swartz had met with
Barth and further disclosed (inaccurately, we believe) portions of the
content
of that meeting.  We would hope that Oaktree is not on the verge of a
further
breach. Steve Howard
Alschuler Grossman Stein & Kahan LLP
phone: 310-407-7613
fax: 310-552-6077
e-mail:  showard@agsk.com  ................................................

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