Yours???????

Hey, sometime take a second to reply and let me know if this stuff I forward 
is yours or if I should try another combination of mtaylor.

Mark


---------------------- Forwarded by Mark A Taylor/EFS/EES on 04/05/2000 07:40 
AM ---------------------------


Deborah Culver on 04/04/2000 10:39:04 PM
To: Mark A Taylor/EFS/EES@EES
cc:  
Subject: Re: Management Services Agreement

I think the below solves our issue.  Dennis was not planning to give trading 
advice under the Management S...Agr....Thanks very much for your assistance.  
---------------------- Forwarded by Deborah Culver/HOU/EES on 04/04/2000 
09:22 PM ---------------------------

	Enron Energy Services
	
	From:  Dennis Benevides                           04/04/2000 06:22 PM
	Phone No: 713 853-9609
	



To: sgussett@bracepatt.com
cc: Deborah Culver/HOU/EES@EES, James E Keller/HOU/EES@EES, Timothy J 
Hamilton/HOU/EES@EES, Jeff Golden/HOU/EES@EES 
Subject: Re: Management Services Agreement



I have revised schedule 1 to include one more service such that EES has the 
option to serve Quantum electric index based purchase requirements at their 
otherwise applicable price.  This added service combined with the forward 
hedge provisions allowed for in the Stock Purchase Agreement will eliminate 
the need for the "Risk Management Consulting Services" outlined in the 
Management Services Agreement.  Please delete references to Risk Management 
Services in this agreement.

Thank You
Dennis
---------------------- Forwarded by Dennis Benevides/HOU/EES on 04/04/2000 
06:18 PM ---------------------------

	Enron Energy Services
	
	From:  Dennis Benevides                           04/04/2000 04:29 PM
	Phone No: 713 853-9609
	



To: "Sheryl Gussett" <sgussett@bracepatt.com> @ ENRON
cc: Deborah Culver/HOU/EES@EES, Timothy J Hamilton/HOU/EES@EES, Jeff 
Golden/HOU/EES@EES 
Subject: Re: Management Services Agreement  

  Comment on Shedule 1 Scheduling Services is attached.  

Additionally, we will may need a Services Agreement where Mercury provides 
some of these services "scheduling or settlements" post-closing.  Can we 
incorporate the concept of them providing services to us within the same 
agreement.

Dennis





"Sheryl Gussett" <sgussett@bracepatt.com> on 04/04/2000 01:03:38 PM
To: <Dennis.Benevides@enron.com>
cc:  
Subject: Re: Management Services Agreement


Dennis-
We had incorporated PG&EES's comments to the last draft we sent out last week 
some time and had left those comments in brackets as we did not have EES's 
input.  Some of those changes were accepted by Jeff and some were not.  
Deborah Culver also had some issues with a few of their changes, which we 
need to finalize during this upcoming call.   I believe you should have 
received these via prior e-mail from Mary Moreland of your firm, but for your 
reference, attached is the latest version of the agreement and of Schedule 1.

Jeff indicated that he would let me know when he was available for a call, 
but I have not heard back from him.  I'll keep you posted.  Sheryl.

>>> <Dennis.Benevides@enron.com> 04/04/00 11:47AM >>>

I am available after 3 pm today or any time tomorrow.

PG&E ES had indicated that they made quite a few changes to the MSA.  Are
these incorporated in the latest draft?

Dennis




"Sheryl Gussett" <sgussett@bracepatt.com> on 04/04/2000 10:26:28 AM

To:   <deborah.culver@enron.com>, <Dennis.Benevides@enron.com>,
      <jgolden@enron.com>, <jkeller@enron.com>
cc:   "W. Cleland Dade" <cdade@bracepatt.com>, "Mary Moreland"
      <mmoreland@bracepatt.com>, "William Marlow" <wmarlow@bracepatt.com>
Subject:  Management Services Agreement


At Jim Keller's request, I would like to try and schedule a call to
"finalize" the legal and business points on the Management Agreement before
we send it on to PG&E.   Please let me know what time would be convenient
for the group either this afternoon or tomorrow.  Sheryl.






 - MANAGE1.DOC
 - MANAGE2.DOC
 - SCHED1_1.DOC