Since the time frame is short, I wanted to give you an outline to mark 
up/correct.

Here's how I understand the deal:

People's has the Manlove gas storage facility.  We have presented to People's 
a nonphysical method to monetize it, similar to what was done with Bammel.  
Since this is a regulated asset, regulatory approval will be required, and 
the consumers will receive part of the benefit of the monetization.  The 
essence of our deal is that Enron will receive 50% of the net earnings, up to 
$25mm, as our fee.  In consideration for this fee, Enron takes the financial, 
legal, accounting and engineering lead. Peoples and Enron will work together 
on the regulatory strategy formulation and implementation.

We want to present a draft MOU to Peoples this week.  The basic goals are:

Define scope of the agreement
Define our lead role in the 4 stated areas
Create exclusivity for Enron 
Define financial arrangements (cost/profit)
Get an acknowledgement that what was presented to them was proprietary, and 
covered by our confidentiality agreement.
Define term (5 years) 

Each party bears their own internal costs, and third party costs are split 
50/50, with prior approval.  In that regard an immediate concern is getting 
the engineering work kicked off.  

We want the agreement broad enough to cover physical withdrawals.  We do not 
want it specific to this field, since we want the benefit of the use of our 
methodology.

Please correct/supplement, etc.  

Thanks,

Kay
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