Jeff,

As of Dec 14th, Enron received the message regarding David Spurlin greater 
involvement in the EBS relationship.   In the past, EBS had included David on 
the direction of our relationship and not the details.   Our prior direction 
was to have Derrick Deakins as our key point of communication.   

In regards to your comment about amending the Agreement.   I would like to 
fill yourself, David and Bob in on some history.   During the meetings in 
August 2000,  EBS and Compaq reviewed the Agreement line by line and 
identified 5 sections to be clarified / amended.  There was a group of at 
least 8 Compaq attendees (Chris Sweet took extensive notes for Compaq).  Both 
EBS and Compaq agreed on the methodology to calculate the value of the Compaq 
Minimum Annual Spend of EBS Services.   Spreadsheets were exchanged between 
both Parties and the amounts were agreed upon.   A significant amount of time 
was spent in this process between August through October.   EBS and Compaq 
(Derrick Deakins) developed contract language to clarify the outstanding 5 
sections.   This contract amendment was sent to Compaq (Rob and Derrick) for 
comments in November.   EBS has not heard anything regarding the language.  
During the course of these discussions, EBS agreed to concede on certain 
points of interpretation on the Server Purchase Agreement and Compaq agreed 
to work with EBS to achieve revenue recognition in 2000.   The EBS 
concessions were used by both Parties to develop the methodology to calculate 
the Compaq Minimum Spend toward EBS Services.  This was reason for the 
development of the EBS Consulting Payment ($832,000).   

EBS looks forward to the resolution of these issues and moving forward with 
our relationship.

Kim Godfrey
Director, Enterprise Services
Enron Broadband Services
phone : 713 345 8813
cell :      713 501 8105
fax:        713 853 7354



	Jeff.Gooden@compaq.com
	12/18/00 07:58 PM
		 
		 To: Kim Godfrey/Enron Communications@Enron Communications
		 cc: 
		 Subject: RE: Compaq / EBS Relationship 

Kim,

Thank you for including me in this email...I agree, without question, Dave
Spurlin "Owns" the Enron/Compaq relationship, from Compaq's perspective.
All matters should go through Dave...Thank you, this will make your life
easier.

Although I was not in the entire meeting with yourself, Keith and Rob; My
reaction was that this agreement needs to be amended to protect both Enron
and Compaq.  We are both exposed to potential unnecessary pitfalls that are
clearly evident in the original agreement.

We look forward to resolving this issue, amending this agreement, and moving
forward in the partnership between Enron and Compaq.

Sincerely,  

Jeff Gooden
Enterprise Sales Manager
Compaq Computer Corporation
(281) 927-3500


-----Original Message-----
From: Kim_Godfrey@enron.net [mailto:Kim_Godfrey@enron.net]
Sent: Monday, December 18, 2000 5:54 PM
To: Gooden, Jeff
Subject: Compaq / EBS Relationship 




Jeff,

David asked that I include you in future Emails.

thanks,

Kim G
----- Forwarded by Kim Godfrey/Enron Communications on 12/18/00 05:57 PM
-----
|--------+----------------------->
|        |          Kim Godfrey  |
|        |                       |
|        |          12/18/00     |
|        |          05:49 PM     |
|        |                       |
|--------+----------------------->
 
>---------------------------------------------------------------------------
-|
  |
|
  |       To:     bob.jordan@compaq.com, david.spurlin@compaq.com
|
  |       cc:     Jim Crowder/Enron Communications@Enron Communications,
|
  |       Everett Plante/Enron Communications@Enron Communications, Tracy
|
  |       Prater/Enron Communications@Enron Communications,
|
  |       derrick.deakins@compaq.com, Gil Melman/Enron Communications@Enron
|
  |       Communications
|
  |       Subject:     Compaq / EBS Relationship
|
 
>---------------------------------------------------------------------------
-|



David and Bob,

We look forward to working with you to strengthen the Compaq and EBS
relationship.   EBS has identified potential server business opportunities
(storage, streaming media) where our two organizations can work together.
After
our meeting on Dec 14th, EBS now understands to utilize David Spurlin as the
point person for these communications.  EBS had prior direction from Compaq
to
direct our discussions to Derrick Deakins, Rob Senders, Keith McAuliffe or
Kent
Major.  Tracy Prater and myself look forward to spending additional time
with
David to ensure that he is aware of the EBS business opportunities and
issues.

EBS had invested significant dollars, time and energy with Compaq to develop
the
streaming media server solutions.  We discussed during the Dec 14th meeting
that
there are decisions to be made regarding the existing Product and Server
Supply
Agreement that are contingent on those streaming media solutions.  EBS and
Compaq have both acted in good faith to achieve the intent of the Product
and
Server Supply Agreement in pursuing these solutions.  To that end, EBS has
had
internal discussions regarding the appropriate next steps to further our
relationship.

The January 2000 Product and Service Supply Agreement is the legal framework
for
our relationship until both parties mutually agree to change.  Until those
changes are made:
1) 2000 Compaq Annual Purchase of ECI Services:  Per the Agreement, Compaq
was
invoiced for the 2000 Minimum Annual Purchase of ECI Services on November 7,
2000 as per Sections 3.1, 3.2 and 3.3.  Compaq had agreed  to the invoice
amount.  EBS expects payment for the total invoice as outlined in Section
3.0 on
or before December 31,2000.
2) Potential for Agreement Termination:  Prior to the Dec 14th meeting,
Compaq
(Keith and Rob) have discussed this with EBS (Jim Crowder, myself).   The
understanding between both Parties was that EBS would need a written notice
and
payment by Compaq of $2,500,000.  The concept to start over with a new
contractual agreement was again discussed during the Dec 14th meeting.  EBS
strongly believes in the value of the Compaq and EBS relationship, if Compaq
believes that to start over with a new agreement is necessary then we look
forward to working with Compaq to achieve that goal.

Again, we look forward to working with yourselves to identify and create
strategic business opportunities for both EBS and Compaq.

Kim Godfrey
Director, Enterprise Services
Enron Broadband Services
phone : 713 345 8813
cell :      713 501 8105
fax:        713 853 7354