Ravi,

At some point we would like to include bandwidth under AOL. This clause
may be very restrictive.

Vince





Ravi Thuraisingham@ENRON COMMUNICATIONS on 02/15/2000 09:57:17 AM
To: Mark Holsworth/Corp/Enron@ENRON
cc: Vince Kaminski, Stinson Gibner/HOU/ECT@ECT 
Subject: Spreadsheet database for purchase

Hi Mark, as per our discussion earlier today, here is the contract that KMI 
wants us to sign.  Please review as soon as you can.  As I mentioned in our 
discussion, I am heading up the EBS research group reporting to Vince 
Kaminski and Stinson Gibner (MDand VP of Enron Global Research, 
respectively).  Vince has asked me to talk you directly on matter such as 
this rather than using EBS service since we will be performing much of the 
work stationed out of Enron Corp and the database itself and any resulting 
analysis will reside in Research.

I took a quick look at the contract and already found some things that seems 
too restrictive.  For example, the following clause may need to be removed 
unless you think it would not affect us:

Fourth paragraph:  " (ii) that you are in a business that does not include 
the operating of an online exchange or auction for bandwidth"  

Strictly speaking, we are NOT in the business of online exchange or auction 
for bandwidth (since that is how we differentiate our market-making activity 
from other online exchange players such as Band-x and Rate exchange), our 
trading activity can be loosely defined as such in an very immature trading 
market such as the current status of telecom market.  What do you think?  I 
would like to set up a meeting with you to discuss EBS and our role and how 
this database will be used, etc... Please have your assistant call Kristy 
Carnes to set up this meeting this week.

I thank you very much for offering to take a look at this at such a short 
notice.



Regards,

Ravi.
----- Forwarded by Ravi Thuraisingham/Enron Communications on 02/15/00 09:32 
AM -----

	RMack@kmicorp.com
	02/14/00 10:49 AM
		 
		 To: Ravi Thuraisingham/Enron Communications@Enron Communications
		 cc: mpass@kmicorp.com, Kristina Lund/Enron Communications@Enron 
Communications, russell@pennwell.com
		 Subject: 



Dear Ravi:
I have attached a Microsoft Word file of the agreement for Enron to use
KMI's data, called the "enduser licence agreement" (EULA), so that you can
start your internal review of the agreement.  I'll also be sending a
version by FAX with my signature, in the event that it will help expedite
processing this transaction on your end.

If you have questions about the pricing and deliverables that we have
already agreed to, please call me.  If you wish to discuss any other terms
of the agreement as attached, please direct your call to Mr. Russell Iorio
of PennWell Corporation at phone number 918 831 9122.

Please accept my apologies for any delays and inconvenience we have caused
you.  I hope that we can move forward and provide you with useful
information as soon as possible.

Sincerely,

Richard Mack - 2-14-2000 EULA.doc



KMI Corp.
31 Bridge St.
Newport, RI  02840
Email: rmack@kmicorp.com
Tel. (401) 849-6771  ext. 113
FAX (401) 847-5866
Internet: http://www.kmicorp.com