As many of you are aware, over the last few weeks the Kiodex transaction has 
changed such that it no longer includes the sale of EnergyDesk.   The new 
transaction structure is limited to the Kiodex/EOL Strategic Relationship and 
performance warrants.  Attached is the final version of the non-binding 
Kiodex LOI which was signed November 21, 2000.  Our goal is to finalize the 
documents and close by year end.  If anyone has any questions or comments 
please feel free to give me a call at the numbers listed below.  Thank you.

Drew Ries
Manager, e-Commerce Ventures
Enron Net Works
1400 Smith Street, EB2735a
Houston, TX  77002

(713) 345-6075 (work)
(713) 569-6131 (mobile)