 ,
 Attached is a draft Co-Marketing Agreement for the Kiodex transaction for your review.  As the deal has changed a lot since Kiodex' first draft, the attached is a substantial rewrite prepared in a short amount of time.  We may not have caught everything, but we feel that this is a solid first draft that we are ready to send to Kiodex, subject to your review.

We would like to send this to Kiodex by the end of the day on Friday.  I know this is short notice, so I have prepared the following list of key issues that may speed your review of the draft.  Of course, we will advise Kiodex that any draft we send them remains subject to any additional comments that we may have.  Please contact me if you have any comments or questions regarding the attached.  

1).	Resources.  To what extent will EnronOnline be willing to commit personnel/time/resources to Kiodex to make this work?  Kiodex will probably ask for some commitment by Enron to assist it in addressing operational problems, etc.  Is our only obligation to build the data feed, or are we obligated to modify it/repair it/revise it for changes in the Kiodex or Enron websites?  See, for instance, Section 2.3 and Exhibit C that discuss our "co-marketing" obligations, and Section 3.2(a) is another provision under which Enron will be expected to devote some time and effort to the relationship.

2).	Noncompete/Maintaining EnronOnline Flexibility.  We assume that EnronOnline will want to maintain as much control over the EnronOnline website as possible and be subject to as few limitations as possible.   We assume that Kiodex will have virtually no say in what the Enron site looks like or contains as long as we continue to give the link to the Kiodex site the same level of "prominence" on the site.   See Section 2.4 (the "non-compete"), 2.5, and 4.3, and Exhibit C.

3).	Control/influence over Kiodex site and Kiodex operations.  What degree of control does EnronOnline wish to have over the Kiodex website and the manner in which Kiodex operates?  For instance, do we want to ensure that Kiodex gives EnronOnline a comparable level of visibility on their site compared to that given to EnronOnline competitors?  Do we want to establish specified performance criteria or standards for the Kiodex website?  See Article 6 and Exhibit E.

4.)	Suspension/termination rights.  Under what circumstances should EnronOnline be permitted to suspend performance of or terminate the Marketing Agreement? Andy, we have incorporated a few provisions from the Posting Agreement that we thought had some application to this relationship, but there may be more.    See Article 8.

5).	Limitation of Liability/Indemnities.  We will have to be comfortable with the scope and extent of Enron's liability to Kiodex and to third parties (Enron customers); we are taking the position that Enron will have virtually no liability to its customers or Kiodex for mistakes in the Kiodex reports, etc., but this will also have to be covered in more detail in the agreements that we enter into with our customers that choose to use the Kiodex service.  See Section 11.   

You will note that Ted Stockbridge has also inserted notes and questions throughout the text of the document related to certain issues.  Please feel free to comment on any of these items as well.   

 



Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490
andy.zipper@enron.com, jay.fitzgerald@enron.com