Re: Domain name transfer agreement

Mark:
I would like to see a draft of the License Agreement before we enter into the
Transfer Agreement. Alos, please ask them to send on Exhibits A through C
for our review. As a precaution, since this involves EEL, I have sent this
to Michael Brown, my counterpart in London so he is aware of this. He may
have some comments.

Carol

Mark Tawney
05/09/2000 06:31 PM

To: Carol St Clair/HOU/ECT@ECT, Mark Holsworth/Corp/Enron@ENRON
cc: Nick Mooney/LON/ECT@ECT
Subject: Re: Domain name transfer agreement

Nick Mooney, Director Weather Derivatives in London confirmed with EEL that
they were willing to transfer the name to RMS and only asked that all legal
expenses associated with the transfer be covered by RMS. The value of the
services that RMS has agreed to provide to Enron is approximately $100,000.

Thank you all for your help.
---------------------- Forwarded by Mark Tawney/HOU/ECT on 05/09/2000 05:03
PM ---------------------------
Carol St Clair 05/09/2000 04:40 PM

To: Mark Tawney/HOU/ECT@ECT
cc:
Subject: Re: Domain name transfer agreement

Mark:
Could you please answer Mark's question? Alos, Jason Peters and I are still
looking at this and we will call you with any further comments that we have.
Carol

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
----- Forwarded by Carol St Clair/HOU/ECT on 05/09/2000 04:38 PM -----

Mark Holsworth@ENRON
05/09/2000 01:36 PM

To: Carol St Clair/HOU/ECT@ECT
cc: Mark Palmer/Corp/Enron@ENRON, Rex Rogers/Corp/Enron@Enron
Subject: Re: Domain name transfer agreement

ATTORNEY CLIENT PRIVILEGED.

The assignment looks fine, but I don't understand the underlying
transaction. Is EEL transferring this domain name "WEATHER-DESK.COM" without
any consideration other than using RMS' software program for six months?

Before executing this agreement, you need to secure Mark Palmer's permission
since the agreement states that no variation of the name may be used. He is
the vice president of advertising at Enron Corp. I have copied him on this.

Carol St Clair@ECT
05/09/2000 10:54 AM
To: Mark Holsworth/Corp/Enron@ENRON
cc:

Subject: Domain name transfer agreement

Mark:
Could you please take a quick look at this too and let me know if you have
any comments? I'm at 33989. Thanks.
Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 05/09/2000
10:53 AM ---------------------------

Mark Tawney
05/09/2000 09:41 AM
To: Carol St Clair/HOU/ECT@ECT
cc:
Subject: Domain name transfer agreement

Could you please review this agreement. Please call if you need some
background information.
---------------------- Forwarded by Mark Tawney/HOU/ECT on 05/09/2000 08:44
AM ---------------------------

From: David Kistler 05/03/2000 09:53 PM

To: Mark Tawney/HOU/ECT@ECT
cc:
Subject: Domain name transfer agreement

---------------------- Forwarded by David Kistler/HOU/ECT on 05/03/2000 09:53
PM ---------------------------

PaulV@riskinc.com on 05/03/2000 04:05:33 PM
To: mtawney@ect.enron.com, mtawney@enron.com, mark.tawney@enron.com
cc: david.kistler@enron.com, MonicaL@riskinc.com
Subject: Domain name transfer agreement

Mark

Not sure of your exact email address but hopefully one of these is correct.
Can you please confirm that you receive this?

Below is the agreement our attorneys have drafted for the transfer of the
www.weather-desk.com domain name. Note that they have recommended that a
few of the more specific details regarding the corresponding Enron usage of
the RMS weather model be addressed in a simple but separate license
agreement. As discussed, in addition to general confidentialiy
provisions, those terms will include (1) the access will not cover any
international weather data that may be added to the system during the term
of use through December 31, as our costs associated with such data are
uncertain and (2) the use of the model will be for Enron internal purposes
only with no data or analysis results to be shared with third parties.

I would appreciate if you can forward this to your legal dept. to review so
that we can hopefully get this resolved quickly.

Thanks/regards

Paul

(See attached file: EnronTransferAgmt.DOC)
- EnronTransferAgmt.DOC