I added the sentence on the fees to say something like at the request of or
directed by ERMT.  I think this works, because we should only owe fees to
the extent of services provided that we request - in the event we don't
request any, we shouldn't owe anything.

As far as the fee structure, I would think it would need to be cost or
cost-plus.  Obviously, cost-plus looks better from an arms-length basis.




Mark.Taylor@enron.com on 11/06/2001 11:06:57 AM
cc:
Subject:  RE: Comments to Administrative Services Agreement


Thanks  Stuart, I'll add it in.  Two other questions -- should the
performance of the services be delayed until requested at a later date
(there isn't much need for it today) and what do we do about the fees?

    -----Original Message-----
   From:   stuart.ogg@weil.com@ENRON
   Sent:   Tuesday, November 06, 2001 11:01 AM
   To:     Taylor, Mark E (Legal)
   Subject:  RE: Comments to Administrative Services Agreement


   We can say the following:

   Provision of office space, which may include office space in the current
   principal offices of the Administrator or such other location in
   Houston,
   Texas or other location as Adminstrator may occupy, and such other
   office
   space as may be reasonably required by ERMT from time to time during the
   term of this Agreement.

   Let me know if you want me to add this or if you are going to do it on
   your
   end - Thanks.





   Mark.Taylor@enron.com on 11/06/2001 10:50:00 AM
   cc:
   Subject:  RE: Comments to Administrative Services Agreement


   One more thing we need to consider is office space.  Can I just add that
   in
   as a "service"?

       -----Original Message-----
      From:   stuart.ogg@weil.com@ENRON
      Sent:   Monday, November 05, 2001 8:34 PM
      To:     Taylor, Mark E (Legal)
      Cc:     trish.lindloff@weil.com
      Subject:  Re: Comments to Administrative Services Agreement


      Attached is a revised services agreement to reflect your comments -
   you
      will note that I don't know the actual corporate name or form for
   Enron
      Net
      Works, so that will need to confirmed.  Please let me know if you
   have
      any
      further thoughts or comments on the attached.  Thanks.




      **********NOTE**********
      The information contained in this email message is intended only
      for use of the individual or entity named above.  If the reader
      of this message is not the intended recipient, or the employee or
      agent responsible to deliver it to the intended recipient, you
      are hereby notified that any dissemination, distribution or
      copying of this communication is strictly prohibited.  If you
      have received this communication in error, please immediately
      notify us by telephone (214-746-7700), and destroy the original
      message. Thank you.


      (Administrative Services Agreement) (See attached file: 5z6%04!.DOC)
      (Administrative Services Agreement) (See attached file: 5z6%RTF.DOC)
       - 5z6%04!.DOC << File: 5z6%04!.DOC >>
       - 5z6%RTF.DOC << File: 5z6%RTF.DOC >>



   **********************************************************************
   This e-mail is the property of Enron Corp. and/or its relevant affiliate
   and may contain confidential and privileged material for the sole use of
   the intended recipient (s). Any review, use, distribution or disclosure
   by
   others is strictly prohibited. If you are not the intended recipient (or
   authorized to receive for the recipient), please contact the sender or
   reply to Enron Corp. at enron.messaging.administration@enron.com and
   delete
   all copies of the message. This e-mail (and any attachments hereto) are
   not
   intended to be an offer (or an acceptance) and do not create or evidence
   a
   binding and enforceable contract between Enron Corp. (or any of its
   affiliates) and the intended recipient or any other party, and may not
   be
   relied on by anyone as the basis of a contract by estoppel or otherwise.
   Thank you.
   **********************************************************************