I have not prepared one and am not aware of one in place -- that is why I 
prefaced my comments with that.  Randy's email made it sound like there was 
one. Sorry I'm not more help on this.  Michelle





Dan Lyons
08/18/2000 09:42 AM
To: Michelle Cash/HOU/ECT@ECT
cc: Randal Maffett/HOU/ECT@ECT, Richard B Sanders/HOU/ECT@ECT, 
rstephens@bracepatt.com 
Subject: Re: Prospective Buyer Issues  

Do we have a CA with these people?



	Michelle Cash
	08/17/2000 11:15 PM
		
		 To: Randal Maffett/HOU/ECT@ECT
		 cc: rstephens@bracepatt.com, Dan Lyons/HOU/ECT@ECT, Richard B 
Sanders/HOU/ECT@ECT
		 Subject: Re: Prospective Buyer Issues

As far as I am concerned, if we have a CA in place , we are ok in disclosing 
the data regarding employees you describe.  Good luck!  MHC




Randal Maffett
08/17/2000 01:55 PM
To: rstephens@bracepatt.com
cc: Dan Lyons/HOU/ECT@ECT, Richard B Sanders/HOU/ECT@ECT, Michelle 
Cash/HOU/ECT@ECT 
Subject: Prospective Buyer Issues

Per my v-mail: I'm actively engaging prospective buyers for Ecogas (ENA's 
stock).  A couple of questions:

Under the "Come-Along" provision [Sec. 8(d)(ii)] of the Stockholder's and 
Voting Agreement am I correct assuming that if ENA finds a willing buyer and 
acceptable price that we can effectively require/force all other shareholders 
to sell under the same terms, etc...?  
If the terms of such a sale included non-cash items (stock, stock options, 
gas contracts, power contracts, tolling agreements, etc....) is it also 
correct to assume that those items would be valued (for the non-ENA 
shareholders) at "Fair Market Value" pursuant to Sec. 7?
In some cases the discussions are elevating quickly to very senior levels and 
there are certain questions that are being asked and/or going to be asked 
relative to the Securities Purchase Agreement, Business Opportunities 
Agreement, JB Employment Agreement and Stockholder's and Voting Agreement.  
Assuming the prospective buyer is under a Conf Agrmt, are there any 
restrictions to my discussing or disclosing material facts relative to these 
agreements and/or providing them a copy?

I appreciate your feedback ASAP.

RTM