---------------------- Forwarded by Dave Samuels/HOU/ECT on 05/08/2000 04:05 
PM ---------------------------


"Abudi Zein" <azein@energyargus.com> on 05/08/2000 03:56:16 PM
To: "David A. Samuels" <dave.samuels@enron.com>
cc:  
Subject: comments on the agreement draft


David,
Thank you for sending the agreement draft on Friday. Here are my notes after
the first reading. If you wish to discuss those further, perhaps we can
schedule a time on the phone.
Preamble: We are a Delaware corporation.
Section 1: Definition: the attrition rate per your definition is diluted by
the addition of new clients. The attrition rate should calculated based on
the number of existing clients at the beginning of the agreement without
taking new clients into account.
Section 3: Termination of the Agreement should be mutual, and we cannot
agree to keeping the Exclusivity at the same level through any renewal
periods.
Section 5: the definition of competitors is too broad. We would like to see
something that more tightly defines electronic trading of wholesale
commodities. We would like to retain the ability to offer these services in
areas where Enron Online is not active, such as supply chain systems, and in
the retail markets for large commercial and industrial concerns. Also, I am
not sure  whether this is intended, but your reference to "any Publication"
will give you exclusivity to ALL our publications for the fee set out in 4
a. That is not the intent.
Section 6 (b) should be removed (see comments on Section 1)
Section 10. we cannot agree to letting Enron disclose the existence of this
agreement without our consent. Any disclosure about this agreement,
including the fact of its existence, should be by mutual consent.
Section 12: we need a mirror section indemnifying us against all and any
claims against Enron Online. This would be a show-stopper for our lawyers.
Section 13: I am not sure we have such an insurance, but even if we did, I
am not sure why Enron is requiring this given that there is a clear
indemnification
Section 14 (a) three days seems unduly short. I would say 5 days is more
reasonable. There are no fee payments in advance, so I believe we can remove
mention of fees being paid back.
Section 17: we're really not looking for a monetary commitment from Enron on
helping us find illegal distribution. What is important to us is that Enron
has a contractual obligation to notify us immediately if it becomes aware of
any breach of copyright or illegal distribution. It would be good if that
were written into this section.
Section 29: typically, we do not agree to arbitration clauses for the simple
reason that these types disputes tend to end up in court anyway, and then
the two parties have spent money on arbitration and still have the legal
costs ahead of them. I believe we can live with this clause, but it would be
better if it were not there.
There might be a couple more points that come up from my colleagues or on a
second reading, but I believe these are the main sticking points at the
moment.

Abudi Zein