All,

It has been a very successful year for the Enron / Razorfish VMS project 
Team.  We have been developing a Direct Access Power Market, user managed, 
tariff based calculation engine and customer expense / revenue allocation 
application.

The efforts which have taken place to date will benefit each of us as we move 
forward into these deregulated Direct Access markets.  The current 
application has gone through the following evolution:

Project Definition & Design documentation
Database Design / Development
User Interface Design / Development
Communication layer (COM) Design / Development
Hardware requisition / Implementation (Development / Test / Production)
Arthur Anderson Audit (Passed Audit review - Application meets all minimum 
requirements)
The Major Functionality / Action Items which have been delivered to date:
Security Management (Only IT Resources to have access)
Event / Task Management & Reporting
Component / Equations Management & Reporting
Estimation Generation Management & Reporting
Counter Party Profile Management & Reporting
Settlement Entity Profile Management & Reporting
Deal-Upload Management & Reporting
Integrated Dispute Management & Reporting
Customer Generation Charge Profile & Reporting
Historical Data Conversion mechanism
95 % of Calculation Engine Original Functional Requirements

The Major Functionality which is under it's final steps of Development and 
User Test
Reconciliation (Exception Identification, Allocation & Reporting)
Settlement Entity - Settlement Statement / Invoice Parsing & Reporting
Remaining 5% of Calculation Engine Functionality

Over the past 12+ months a total of $3 MM dollars has been spend on VMS.  We 
are reaching the final phase of this project and I am not sensing that 
everyone is still on board with this being OUR (Enron) Volume Management 
strategic solutions for Direct Access Power Markets.

As of March 1, 2001 we no longer have a contract in place with Razorfish.  
Razorfish has provided six developers dedicated to assist the Enron Networks 
IT staff in delivering the VMS solution over the past year.  These resources 
have been key in helping us get to where we are today.  In addition we had 
originally planned to retain these resources over the remainder of 2001 
(03/2001 - 12/2001) to assist with the implementation of VMS on the West & 
East Desk and in the Toronto Canada office.  Without a contract in place and 
currently working on good faith.  The project has come to a serious point of 
action.  Razorfish is asking for a total of $728,000 for services rendered 
between 3/1/2001 and 6/30/2001.  They will keep the resources dedicated to 
the project and will deliver the following:
Finalise base product development, assist in unit / user testing and 
Implement base VMS Product in Production.
Application Production Support for 30 Days post Implementation
Transition of knowledge base from Razorfish resources to Enron Networks IT 
resources

Razorfish is willing to discuss terms to assist Enron throughout the 
remainder of the year.  However,  I don't feel that everyone is ready to make 
that decision.  We do however need to make a final decision on this first 
implementation.

As I have stated prior in this document,  "We have accomplished a lot over 
the past year."  Without the continued assistance from the Razorfish portion 
of the VMS team.  I don't see any of us meeting our 2001 Volume Management 
(VM) Direct Access Power Market objectives in a more efficient or economical 
fashion.  In some cases I don't see it being possible at all.

It is time to make a decision.  Do we all agree that we need to move forward 
and retain Razorfish services for the additional $728,000 and incur each of 
OUR allocation of the over all VMS capitalised project total cost or do we 
stop where we are and find other solution to address our needs and debate 
over who was in agreement in the beginning of the project in order to 
determine who picks up the $3 MM already spent.

Please provide me with your response by 5:00 PM PT to allow me to get back to 
Razorfish with a well deserved response by Friday.

Thanks - MO