IN: Ross - As we discussed, attached is both a redlined and clean version of the Deloitte letter. The redlined reflects the changes we have made to our form based upon the comments submitted by Deloitte. The clean version incorporates the changes and can be used to finalize this matter, the only thing still needing to be completed is the name and address on the letter. Please let me know if you should need anything further. Mark

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OUT: Deloitte Letter

IN: Paul, Thank you for taking the time to meet with Louise and myself this past Wednesday. I felt that the meeting was very informative and that discussions between Enron and Marathon have progressed in a constructive manner to broach a potential asset management outsourcing arrangement. As promised during the meeting, I have attached Enron's Confidentiality / Non-disclosure agreement. Enron's appropriate legal contact for further questions or comments regarding this document would be Mr. Gerald Nemec. He can be reached at (713) 853-3512. After the Confidentiality Agreement is signed, I look forward to delivering a proposal for the above mentioned commercial arrangement. If I can be of further assistance, please do not hesitate to call. I can be reached at (713) 853-1931. Regards,

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OUT: Confidentiality Agreement

IN: Mara: Attached are blacklined versions based upon Cargill's comments to both the Enron Corp. and Cargill, Incorporated which I received from Ed Sacks. Please note that I added a comma to guarantor's name in the Cargill, Incorporated guaranty since that is how we executed the Cargill, Incorporated ISDA Master Agreement. Also, your change to the setoff language is fine. Let's try to agree to everything this week. Thanks.

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OUT: guaranties

IN: Nabil, Can you please provide the dates that you are planning on working for the 1st half of the summer. I called your residence earlier today, but your machine did not pick up. It is probably easier to communicate via email since we both keep missing each other. Thanks.

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OUT:
Starting Date