Direct Connect Pilot Program Agreement

Mark Taylor and I reviewed the subject agreement and have some general
comments.

Given the agreement is between EBS and the outside counterparties we would
like to eliminate any mention of EnronOnline (the only place were we feel it
may be necessary is in the failover article IV). EBS has the EIN which can
be used as an alternative to the Internet and the customer has agreed to use
such alternative.
The term can be month to month with thirty days written notice by either
party. No need to mention EnronOnline or the pilot program.
Can we make this agreement much more customer friendly? This appears to be
an agreement that you use with customers who are being guranteed a certain
level of service (as evidenced by the reference to ePowered Content in
Article XIII). We would like to keep the agreement focused on access to
facility, letter of authorization and the interconnect order if possible. I
understand that you are commiting to EnronOnline a certain level of service
which is predicated upon your ability to get assurances from our customers
however we should deal with that in our agreement if necessary.
What is the extent of the equiptment that we will be housing at the
facilities? If it is limited this would give us another opportunity to
reduce the scope of the contract.

Lets discuss tomorrow and see if we can get this wrapped up. Lorraine will
schedule. Thanks