RE: EWEB Schedule to the Master Agreement ,
 Holli:

As you know, Enron is closed on 12/26/00.   I'll try to schedule a call for 
12/27/00.  I have not received the CSA yet so we cannot do anytning on that 
front.  Also, will you please tell me where the dealers able to quote Mid-C 
are located (since EWEB has not answered my prior email)?  Thanks.  Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 12/22/2000 09:25 AM -----

	Jim Deason <Jdeason@chbh.com>
	12/21/2000 07:36 PM
		 
		 To: "'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
		 cc: "Dick Varner (E-mail)" <Dick.Varner@eweb.eugene.or.us>, "Bert Dunn 
(E-mail)" <bert.dunn@eweb.eugene.or.us>
		 Subject: RE: EWEB Schedule to the Master Agreement


Sara:  Thanks for the revised schedule and comments.  I will be reviewing
and discussing them with EWEB tomorrow (Friday, 12/22).  In the meantime,
attached for your review is our draft form of legal opinion resulting from
our discussion last week.

Perhaps we can arrange time for a conference call on Tuesday, 12/26/00, to
finalize our negotiations?

-Jim





-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Thursday, December 21, 2000 6:50 AM
To: jdeason@chbh.com; bert.dunn@eweb.eugene.or.us;
Dick.Varner@eweb.or.us
Cc: Holli.Krebs@enron.com
Subject: EWEB Schedule to the Master Agreement


Jim:

Attached is a revised Schedule.  We have accepted most of your changes.  I
believe that the outstanding issues include:

1.  Please note the revised Threshold which we previously discussed.
2.  We accepted Portland as a forum for arbitration.
3.  We need to discuss your invoicing procedure.
4.  We are waiting to comment back on the revised reps pending receipt of
the CSA and legal opinion.
5.  We have added some language to the recording provision to acknowledge
internal recording destruction policies.
6.  We have not revised the Reference Market-maker provision.  Have you had
a chance to consider my email of 12/19/00?

Please let us know when we will receive the remaining documentation so that
we can finalize our negotiations.

Regards.  Sara

(See attached file: EWEB.doc)



 - CHBH Legal Opinion re EWEB-Enron ISDA.doc
holli.krebs@enron.com