Stanford:

My only remaining comment would be a request that the we have a week to 
provide the notice we are required to give if we are unable to obtain the 
exchange consents - that would mean changing the date to September 7, 2000  
at the end of the sentence.

Otherwise it all looks good to me.   I will forward everything on to Mark 
Holsworth for his final review - particularly with respect to the affiliates 
issue.

Thanks very much for your help in getting this done. 

Mark




Stanford Lin <stanford.lin@reuters.com> on 04/21/2000 04:33:36 PM
To: dave.samuels@enron.com, rahil.jafry@enron.com, julie.ferrara@enron.com, 
mark.taylor@enron.com
cc: Lynne Carithers <lynne.carithers@reuters.com>, James Garland 
<James.Garland@reuters.com>, Phil Lynch <phil.lynch@reuters.com> 
Subject: EnronOnline.com-REVISED DOCUMENTS




Enron/Reuters Working Group:

Attached are revised Order Forms and a revised Terms & Conditions.  Please 
note
the following changes:

References to "Enron Corporation" have been changed to "Enron Corp."

A termination right for the data portion of the transaction has been inserted 
in
the Order Form for data.

References to "Distributor's Subsidiaries" have been added in the license 
grant
in Section 4.1 of the T&C as well as in the indemnification section in Section
14 to extend the indemnification protection by Reuters to Distributor's
Subsidiaries.  Because of the wider scope of the license, a Section 16.10 has
been added to make clear that if any of Distributor's Subdiairies breach the
Agreement, Reuters will look to Enron Corp. rather than the individual
subsidiary.  The reason for this is that although Reuters acknowledges that
Enron's subsidiaries may be involved in operating the URLs, Reuters does not
want to be put in a situation in which it has to search for the relevant
subsidiary to remedy the breach.

Mark:
I hope the added language addresses your concern regarding the protection of
Enron's Affiliates and the ability of Affiliates to participate in the 
operation
of URLs.  Please call to discuss if necessary (646-298-9571).

(See attached file: Enron-Investor-T&C 42100 (revised).doc)(See attached file:
Enron-Investor-NewsOrderForm 42100 (revised).doc)(See attached file:
Enron-Investor-DataOrderForm 42100 (revised).doc)

Regards,

Stanford Lin
Senior Legal Counsel

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 - Enron-Investor-T&C 42100 (revised).doc
 - Enron-Investor-NewsOrderForm 42100 (revised).doc
 - Enron-Investor-DataOrderForm 42100 (revised).doc