Here is the document I mentioned that Lance Schuler is working on in NYC.  It may be presented already by the time you read this and I was only brought in to it late yesterday.  I think Louise might also be adding some changes as well.

Basically, it does have the estate assigning all Intellectual Property rights for software (EOL and other gas and power systems I assume) over to NetCo and has the estate take back an object code and source code license with full development rights in perpetuity that we can use for anything we want.  The one thing it restricts is our ability to sub license to a 3rd party in NA gas and power trading.

If NetCo fails or folds, we get all the assets back.

It also allows for a 60 day redirect so when NetCo gets their site up, (but not longer than 90 days after closing of agreement), if people type in EnronOnline.com, they will end up at NetCoOnline and that site will have a link back to EnronOnline.  After that time period, EnronOnline will only provide a link to NetCoOnline for another 120 days (Louise wants 250 days) and vica versa.  I asked that the location of the banner and link be mutually acceptable.

As long as we hold more than 20% of NetCo, they won't assign or license to a 3rd party or use it in certain commodities (non gas and power I assume).  NetCo can license it to affiliates so whatever bank buys them if they are an affiliate, they can all us it for trading things other than what we put on that restricted list, which is bracketed and empty in my version.

There is no reference as to whether the estate can trade gas and power in North America but it does not preclude us from using the software to do so.

Lot's of other stuff (we let them borrow the EnronOnline trademark for 6 months to market their site but they can use it only for the sole purpose of marketing wholesale gas and power trading in NA and they can't disparage our name).

As I said at the start, I am far from the person controlling this particular part of the entire deal but I did what I could to help the estate in this agreement.

Greg Piper



-----Original Message-----
From: Roger.Ross@weil.com [mailto:Roger.Ross@weil.com]
Sent: Friday, December 14, 2001 12:45 PM
To: mary.korby@weil.com; stephen.kahn@weil.com; marita.makinen@weil.com;
stuart.ogg@weil.com; nancy.raber@weil.com; john.quattrocchi@weil.com;
roberto.zapata@weil.com; michael.farnell@weil.com; Schuler, Lance
(Legal); Daniels, Eddy; Koehler, Anne C.; Hansen, Leslie; Piper, Greg;
Detmering, Tim; gabriel.matus@weil.com
Subject: Revised Draft of the Assignment and License Agreement



Here is the latest draft for review.  A blackline  version will follow.





**********NOTE**********
The information contained in this email message is intended only
for use of the individual or entity named above.  If the reader
of this message is not the intended recipient, or the employee or
agent responsible to deliver it to the intended recipient, you
are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited.  If you
have received this communication in error, please immediately
notify us by telephone (650-802-3000), and destroy the original
message. Thank you.


(Enron Assignment and License Agreement) (See attached file: n1bx07!.DOC)