Subject: Project 20/20 PSA Schedules
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Tue, 22 Aug 2000 06:33:00 -0700 (PDT)

Attached is the latest draft of the PSA for Project 20/20  There are several 
schedules attached under which any exceptions to the representations and 
warranties of Seller (ENA) need to be disclosed. The following are the 
relevant sections (and its associated schedule) in the PSA and those persons 
who area of responsibility these sections fall under.  Please review the 
relevant sections and provide any information which is relevant for that 
section and its associated schedule. If you have any questions please call me 
at (713) 853-3512.  This transaction is still highly confidential and should 
not be discussed with any third parties.

Section 3.1(b) - Noncontravention - Gerald Nemec, Rob Taylor
Section 3.1(c) - Consent and Approvals - Rob Taylor
Section 3.1(d) - Title to Membership Interest - Rob Taylor
Section 3.1(g) - Capital Structure - Jim Coffey
Section 3.1(i) - Financial Statements - Jim Coffey
Section 3.1(k) - Absence of Certain Changes or Events - Jim Coffey 
(accounting related), Gerald Nemec (disputes), All others review also.
Section 3.1(l) - Contracts and Agreements - Gerald Nemec
Section 3.1(m) - Compliance with Laws; Permits - Ken Choyce, Ann Elizabeth, 
as they relate to EMS
Section 3.1(n) - Title - Ann Elizabeth White, as it relates to EMS
Section 3.1(o) - Condition of Property - Ken Choyce
Section 3.1(p) - Litigation - Gerald Nemec
Section 3.1(q) - No restrictions - Rob Taylor
Section 3.1(r) - Taxes - Rhett Jackson
Section 3.1(t) - Related Transactions - Gerald Nemec, Rob Taylor, Rhett 
Jackson
Section 3.1(v) - Environmental Compliance - Ken Choyce, Ann Elizabeth

Everyone please review all the reps, and warranties and let me know of any 
issues, but the above listed persons are primary points for these issues.  If 
anyone listed above feels that someone other than themselves is more 
appropriate for providing this information, please let me know as soon as 
possible.  Timing is critical on pulling together this information, so please 
provide this information by no later than Friday of this week.  The PSA will 
be executed next week.  Please let me know also if there are no issues.