Andy -

We wanted to keep you in the loop on all of the Kiodex documents -- attached are copies of the Stockholders' Agreement, the Stock Purchase Agreement, and the Warrant Agreement that we are preparing to send out to Kiodex for their review (these incorporate our comments to Kiodex' drafts).  Our comments to these documents were consistent with the approach that we took in the HoustonStreet and TrueQuote deals.

This is actually the second round of comments that we are sending in -- this round of comments is to reflect the new structure that we needed to implement to get the desired accounting treatment, which we have already discussed with Kiodex.  Since it is just a follow up to comments we have already sent, we will probably go ahead and send them out to Kiodex, but there will be more than enough time to get any comments you may have in front of Kiodex as well.        

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490      
----- Forwarded by Travis McCullough/HOU/ECT on 02/20/2001 05:22 PM -----


	Travis McCullough 02/20/2001 09:39 AM 	   To: Michael K Patrick/NA/Enron@Enron  cc: Drew Ries/Enron@EnronXGate  bcc:   Subject: Kiodex documents	


Mike --

Per Drew's request, attached are the Stock Purchase Agreement, Warrant and Stockholder's Agreement for your review.  The final agreement, the Co-Marketing Agreement, will follow shortly.  As Drew may have mentioned, we would like to circulate these documents to Kiodex tonight, so it would be helpful to get your comments as soon as possible today.

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490      
----- Forwarded by Travis McCullough/HOU/ECT on 02/20/2001 09:36 AM -----


	"Folmar, Kate" <KFolmar@velaw.com> 02/16/2001 06:13 PM 	   To: "McCullough, Travis (Enron)" <travis.mccullough@enron.com>  cc: "Telle, Michael S." <mtelle@velaw.com>  Subject: SENT ON BEHALF OF MIKE TELLE	



 <<v4 Common Stock Purchase Agreement.DOC>>   <<compared v4 Common Stock
Purchase Agreement.DOC>>   <<v5 Stockholders Agreement 2-16.DOC>>
<<compared v3 to v5 Stockholders Agreement 2-16.DOC>>   <<v4 Warrant to
Acquire Common Shares 2-16.DOC>>   <<compared v1 to v4 Warrant to Acquire
Common Shares 2-16.DOC>>
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 - v4 Common Stock Purchase Agreement.DOC 
 - compared v4 Common Stock Purchase Agreement.DOC 
 - v5 Stockholders Agreement 2-16.DOC 
 - compared v3 to v5 Stockholders Agreement 2-16.DOC 
 - v4 Warrant to Acquire Common Shares 2-16.DOC 
 - compared v1 to v4 Warrant to Acquire Common Shares 2-16.DOC