Richard and Lisa: 

I'm not sure this got to you the first time I sent it.? So here is another 
copy. 

Steve 

-----Original Message----- 
From:?? Howard, Steve 
Sent:?? Monday, November 20, 2000 8:46 PM 
To:???? Ngodngam, Rittichai 
Cc:???? 'RTellis@milbank.com'; 'imellen@ect.enron.com'; Dunn, Charles; 
Eammongkolchai, Pichitphon; Phungmaha, Ajaree; Smith, Richard; 
'TKreller@milbank.com'; 'lisa.mellencamp@enron.com'; 
'richard.sanders@enron.com'

Subject:??????? RE: ECT Securities : Indemnity claim 

Dear Mr. Ngodngam: 

I very much like your idea of ECT's amending its claim to add a "condition" 
to the claim to accommodate W&C's position about the unenforceability of 
indemnity agreements vis-a-vis certain types of securities claims and not 
others.? Would you like me to draft some specific language.? (The language 
that you suggest in your e-mail is an excellent start, but it may need a 
little refinement in order to get White & Case to drop their objection.)

Have you heard from W&C-Bangkok or W&C-US?? We have not.? I am available for 
a conference call almost anytime. 

I do not think it is practical for U.S. lawyers to get to Thailand for a 
conference on Friday in Thailand.? Thursday, Nov. 23, is a major family 
holiday in the United States (probably the second biggest holiday in the 
entire year here.)? I am extremely reluctant to ask any U.S. lawyer to 
disrupt major family plans to attend this conference.? Is there any way to 
postpone it?

Has White & Case seen our memorandum about enforceability of indemnity 
claims.? That memo should go a long way toward showing W&C that we can 
probably reach agreement on this matter without lawyers having to travel to 
Thailand this week.

Steve Howard 

-----Original Message----- 
From:?? Ngodngam, Rittichai [SMTP:rittichai.ngodngam@linklaters.com] 
Sent:?? Monday, November 20, 2000 2:38 AM 
To:???? 'pboonklum@whitecase.com'; 'sakunka@bangkok.whitecase.com' 
Cc:???? 'SHoward@milbank.com'; 'RTellis@milbank.com'; 
'imellen@ect.enron.com'; Dunn, Charles; Eammongkolchai, Pichitphon; 
Phungmaha, Ajaree; Ngodngam, Rittichai; Smith, Richard; 
'TKreller@milbank.com'; 'lisa.mellencamp@enron.com'; 
'richard.sanders@enron.com'

Subject:??????? RE: ECT Securities : Indemnity claim 

??????? ??????? Dear Khun Peangpanor / Khun Kasemsi 

??????? ??????? We refer to our telephone discussion last Friday regarding 
the enforcement of the Indemnity Clause in the Purchase Agreement. 

??????? ??????? As discussed, we would like to have a telephone conference 
call among W&C Bangkok and U.S., Milbank and us.? With respect to the 
objective of the conference call, we would like to propose that we discuss 
and agree on the circumstances that the Indemnity Clause can be enforceable. 
Then we will put such circumstances as a condition in the application of 
E.C.T. Securities. 

??????? ??????? For example, our statement to the Official Receiver may say 
that "The applicant has accepted that the claim under this application can 
be enforceable to the debtor (NSM) only in case 
[..........................]". 

??????? ??????? We need only the exact wording to be agreed on between W&C 
U.S. and Milbank.? We are not sure that it is possible that we say that "... 
only in the case where the applicant has not been claimed against for 
reasons of fraud or willful misconduct."?? (We just put the condition in the 
application without having to prove whether in fact such condition has 
occurred or not.? This fact will be proved in the future.? In case where 
E.C.T. Securities would like NSM to make actual payment to it in the future, 
it has to prove to NSM that the condition has occurred.) 

??????? ??????? We note from W&C Bangkok that W&C U.S. may call Milbank for 
a discussion on this matter today.? However, if you please forward this 
email to W&C U.S. so that the US lawyers of W&C can discuss with Milbank via 
email also. 

??????? ??????? If we cannot reach the agreed wording by this Wednesday 
evening, Bangkok time, it seems that all of us may have to ask W&C U.S. and 
Milbank to attend the meeting with the official receiver in Bangkok this 
Friday.? It is very possible that, should the Official Receiver give an 
order in favour of either of us the case would be appealed to the court by 
the loser.? Such will incur lots of cost for both E.C.T. Securities and NSM. 
Therefore, an amicable resolution to this issue is in the interests of all 
parties. 

??????? ??????? If you have any question, please feel free to call us. 

??????? ??????? Rittichai Ngodngam 
??????? ??????? Associate 
??????? ??????? Linklaters (Thailand) Ltd, Bangkok 
??????? ??????? Linklaters is a member firm of Linklaters & Alliance 

??????? ??????? Tel: (66-2) 305 8000, (66-2) 654 3130 Ext: 7027 
??????? ??????? Fax: (66-2) 305 8010, (66-2) 654 3131 
??????? ??????? rittichai.ngodngam@linklaters.com 
??????? ??????? http://www.linklaters.com 
??????? ??????? http://www.linklaters-alliance.com 




____________________________________________________________ 

This message is confidential. It may also be privileged or 
otherwise protected by work product immunity or other legal 
rules. If you have received it by mistake please let us know 
by reply and then delete it from your system; you should not 
copy the message or disclose its contents to anyone. 
____________________________________________________________ 

This e-mail message may contain legally privileged and/or confidential 
information. If you are not the intended recipient(s), or the employee 
or agent responsible for delivery of this message to the intended 
recipient(s), you are hereby notified that any dissemination, 
distribution or copying of this e-mail message is strictly prohibited. 
If you have received this message in error, please immediately notify 
the sender and delete this e-mail message from your computer.