FYI
---------------------- Forwarded by Jeffrey A Shankman/HOU/ECT on 01/16/2001 
01:00 PM ---------------------------
   
	
	
	From:  Douglas S Friedman                           01/16/2001 11:17 AM
	

To: John L Nowlan/HOU/ECT@ECT, Jeffrey A Shankman/HOU/ECT@ECT
cc:  
Subject: EnronOnline / Envera

The Agenda from our meeting with Andy on Nov 7.

Doug
---------------------- Forwarded by Douglas S Friedman/HOU/ECT on 01/16/2001 
11:16 AM ---------------------------
From: John Viverito@ENRON on 11/07/2000 10:14 AM
To: Douglas S Friedman/HOU/ECT@ECT, Alan Engberg/HOU/ECT@ECT, Travis 
McCullough/HOU/ECT@ECT, Mark Greenberg/NA/Enron@ENRON
cc: Michael A Robison/HOU/ECT@ECT 
Subject:  EnronOnline / Envera

All-

Pursuant to our meeting yesterday, regarding the captioned matter, I have 
prepared a brief summary of the general issues, which are likely to be of 
interest to EOL and may be discussed in the meeting today with Andy Zipper.

Please feel free to add any points that you deem appropriate.

1.  The Links:

A link from Envera's site to EOL will be created.  The link would only be to 
the home page of EOL.   There would be no effect upon normal EOL vetting 
procedures for counterparties.

A link from Envera's site to Deal Bench will be created.  Again the link 
would only be to the home page of Deal Bench.  The Envera member companies 
would be required to follow normal Deal Bench registration of participants, 
however, such parties during 1Q 2000, would be permitted to engage in two 
free transactions on Deal Bench, with a maximum of 25 such free transactions 
in total. Presently, it is still under consideration as to whether such 
access would be to the auction area, or the collaboration area, or some 
variation thereof.  The fees to be charged post 1Q 2000 are under 
consideration.

2.  Trades

On a case-by-case basis, with no preexisting commitment, EGM would consider 
requests from Envera customers to make trades on a contingent basis on EOL.  
In the event that such trade is considered promising, then such pricing would 
be posted on EOL.  This would be free for the first 12 months, but thereafter 
such service would be provided for a fee.

3.  Envera Membership and Enron Services as Consideration for Envera Equity

EGM would pay between $300-500k for the ability to utilize the Envera hub to 
do deals for the period of [one year].

Some portion of the fee may also be considered as payment for equity in 
Envera LLC.  The Enron services provided (points 1. and 2. above, as well as 
access to Enron risk management and utility outsourcing ) will also be 
considered as payment for some portion of the Envera LLC equity.  The total 
equity received, is anticipated to be around five percent and the 
capitalization of the company is believed to be around $50,000,000.  The 
breakdown for the consideration for the equity still needs to be reviewed 
from the accounting side.

4.  Board Seat Considerations

Discussion regarding Enron obtaining an Envera Board seat has been 
discussed.  The fiduciary risks need to be considered, as we may be 
restricted in competing with Envera, unless certain steps are taken.  For 
example, if Commodity Logic were to be considered a competitor to Envera, 
unless we had the specific right to compete we could be subject to suit by 
Envera.  These risks may be negated through negotiation.  

The upside here would be the ability to have access to executives of certain 
petrochemical companies who are also shareholders in Envera and have Board 
seats.  It is believed that this type of access would likely lead to more 
deals for EGM and potentially for other Enron entities.

Unrelated to the Board seat, other promotional activities relating to Enron's 
services are foreseen through activities at Trade Shows and other networking 
venues.

5.  Building Connectivity Between Envera and Enron

It will be necessary to consider what activities, from the technical side, 
would be undertaken by Envera and what activities would be undertaken by 
Enron, to achieve the stated objectives, i.e. linking.

6.  Press Release

Envera is likely to want to make a public statement regarding this 
transaction with Enron.  The restrictions on the scope of such announcement 
must be considered.

I hope this is helpful.

John
----- Forwarded by John Viverito/Corp/Enron on 11/07/2000 09:12 AM -----

	John Viverito
	11/06/2000 01:45 PM
		 
		 To: Douglas S Friedman/HOU/ECT@ECT, Alan Engberg/HOU/ECT@ECT, Travis 
McCullough/HOU/ECT@ECT
		 cc: Michael A Robison/HOU/ECT@ECT
		 Subject:  EnronOnline / Envera

Doug/Alan/Travis

I have reserved EB 38C1 at 4:00 p.m. today to discuss the captioned matter.

I look forward to seeing you there.

Thanks,

John Viverito