Andy,

Here are the first drafts of the equity docs.  We (Enron) initially delayed providing comments to Kiodex until it became clear they were going to receive funding and that a commercial deal could be struck with EOL.  Since I believe we are well on our way to both of these things happening, I plan to meet with V&E and provide feedback to Kiodex shortly.

In addition to these documents, there will also have to be the following docs:
1) Co-Marketing Agreement
2) Warrant Agreement
3) Registration Rights Agreement
4) Employment Contract for Martin Chavez

Drew
x56075


 -----Original Message-----
From: 	Raj Vaswani <raj.vaswani@kiodex.com>@ENRON [mailto:IMCEANOTES-Raj+20Vaswani+20+3Craj+2Evaswani+40kiodex+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Friday, December 22, 2000 8:02 PM
To:	McCullough, Travis; Michael Telle (E-mail)
Cc:	'jay@enron.com'; Ries, Drew; R. Martin Chavez; Raj Mahajan
Subject:	Enron SPA & Stockholders Agr (12.22.00)

Gentlemen:

Attached are drafts of the Stock Purchase Agreement and Stockholders
Agreement in connection with the Kiodex / Enron strategic alliance. The
Strategic Alliance Agreement will follow, pending discussions between Raj
Mahajan and Drew regarding the specifics of the marketing obligations. Best
wishes for the holidays, and please contact me with any further questions.

Regards
Raj

 <<SPA (Enron) (Kiodex version 12.23.00).DOC>>  <<Stockholders Agr (Enron)
(Kiodex version 12.23.00).DOC>>

Raj Vaswani
Vice President & General Counsel
+1 877 6 KIODEX
+1 646 437 3823   direct
+1 646 437 3910   fax
raj.vaswani@kiodex.com
www.kiodex.com



 - SPA (Enron) (Kiodex version 12.23.00).DOC 
 - Stockholders Agr (Enron) (Kiodex version 12.23.00).DOC