More information re the claim of Texas-Ohio Energy, Inc. against ,
 Vicki, a few weeks ago a friend of mine, Steve Greenwald (a partner in Davi=
s Wright Tremaine's San Francisco office), called to tell me that one of hi=
s clients, Texas-Ohio Energy, Inc., had entered into an agreement with an E=
nron entity, and was claiming that Enron had breached that agreement.  This=
 client is allegedly preparing to file a petition against us.  Steve told h=
is client that DWT could not represent Texas-Ohio in litigation against Enr=
on, and Steve asked me to try to find out what agreement his client might b=
e talking about (at that time, Steve did not have a copy of the agreement).=
  Steve asked his client to produce the agreement, and at the same we check=
ed throughout Enron for the agreement (Vicki, you checked around and couldn=
't find any agreement between EES and Texas-Ohio).  We weren't even sure wh=
ich Enron entity was involved.  We did kick around my proposal that Steve m=
ight be able to serve as a mediator between Texas-Ohio and Enron, to attemp=
t to settle the dispute without litigation.

Now we have the agreement, and it is with EES.  I will send it to you when =
I get a good-quality copy (which is being sent to me today).  From my almos=
t-illegible faxed copy, It is a Client Commission Agreement between EES and=
 Texas-Ohio, Inc., dated October 13, 2000.  Timonthy J. Hamilton signed as =
Attorney-in-Fact for EES; there are no lawyers' initials on the execution b=
lock.  Texas-Ohio is entitled to recommend to EES prospective commercial an=
d industrial customers served by SoCal, SDG&E, SWG (Southwest Gas), and PG&=
E.  If EES enters into an agreement with any such identified customers, Tex=
as-Ohio earns a commission.  There are provisions concerning price quoting =
and commission calculation; I'm sure you are familiar with those.

I am not familiar with this agreement or the extent of its use, and I do no=
t yet know the nature of Texas-Ohio's claim, although I would suspect it is=
 for non-payment of commissions allegedly due.  I will forward the agreemen=
t to you, and I'll stand by to help on this, should you want me to.   And S=
teve Greenwald would be happy to try to broker a peace, if that offer becom=
es attractive (I'd be happy to introduce you to him, or to work with him, a=
s you wish).

Sheila, this is FYI so that you'll know what's happened on this matter.  It=
's been a while since we discussed it.  Richard, this is FYI also, inasmuch=
 as this could lead to litigation.

Thank you,=20

Kenton
vicki.sharp@enron.com