To all concerned:

Here is the proposed EOL/Kiodex Co-Marketing agreement updated to reflect 
Louise Kitchen's, Mark Taylor's, and Jay Webb's comments from today.  I have 
made my best effort to represent the changes we discussed, as well as to add 
some additional detail and clarification.  I know we still need even greater 
detail in this document.  Specifically, I plan add diagrams of process flow 
as soon as possible.

My goal with this document all along was to use it as a basis for discussion 
with Kiodex so we could come to final agreement regarding the key commercial 
and technical issues surrounding the on-going EOL/Kiodex relationship.  This 
document was never intended to be a legal document or all-inclusive.  
Specifically, I believe many of the legal disclaimers and rights of Enron to 
review and audit Kiodex's website and product will be significantly fleshed 
out in definitive agreements which continue to be drafted.  Please let me 
know if you have any questions or comments.  Thank you.

Drew
x56075
(713) 569-6131 (cell)