Steve:

As we discussed, I have attached a substantial redraft of the description of
the invention for the EOL business method patent. The attached is a clean
version; while you can run a redline, I am not sure how much use it will be,
since such large portions of the text have been moved around. This only
covers that portion of the patent up to the illustrative example of
Clickpaper.com.

The attached description is the result of comments by several reviewers;
there is general agreement that your drafts were technically correct, and
that they incorporated all of the significant elements of the invention.
However, there was some sentiment that the description was not very
"readable." I have reviewed your drafts and my changes again just before
sending this out, and I am pretty confident that none of my changes are
substantive; however, there are some organizational changes and a lot of
changes that try to explain the reasoning behind some of the elements of the
invention.

In the interest of time, I am circulating this to the commercial team at the
same time that I am sending it to you. After you and they have had a chance
to review it, we can convene a meeting with the inventors to wrap the
application up. As Peter Mims may have mentioned to you, we are in a bit of
a time crunch because Louise Kitchen, one of the inventors, will be out on
maternity leave in early May. What is worse, I am on vacation until early
May, leaving tomorrow morning. However, I am available by phone and e-mail,
and we can speak if we need to in order to move this along.

I suggest that we exchange e-mails or voicemails about next steps after you
have had a chance to take a look at this.

With respect to the claims, in the ENR100/4-15 document, we have the
following comments. I suspect that our comments come from a basic
misunderstanding or lack of knowledge about how claims are actually drafted,
and how they actually are supposed to work, and there is probably a very good
reason that you constructed them the way you did; therefore, I have included
our comments for what they are worth.

Claim 1, line 17: We don't think we use computer software to evaluate credit
risk; our credit department determines credit headroom through procedures
completely independent of the website. However, this system does monitor
headroom.

Claim 1, line 24: Does someone get around this claim simply by charging a
commission?

Claim 10: Why should we limit claim 7 to specific products?

With respect to the claims in the ENR100/4-17 document, we have the following
comments:

Our biggest concern here is that these claims potentially describe a system
that was in operation before EnronOnline was launched -- something called
NGX, according to Dave Forster. It provided a dedicated connectino (not
internet based) -- but companies could put in bids and offers on a variet of
products. The transactions were alwasy with NGX, which more or less cleared
deals for a fee. According to Dave:

Claim 2 could describe NGX.

In Claim 3, the use of the terms "stack maanger software" is the only way we
can differentiate claim 3 from NGX

However, claim 4 is unique to EOL

Claim 6, we would say "completion of a hedging transaction"

Claim 13 -- looks like NGX

Claims 14, 15 and 16 -- lots of other sites have credit limits

Claim 17 -- really says nothing , but claims 17, 18 and 19 together describe
the contracting process

Claim 20 to 24 really describe collectively the engine for creating a new
product

Claim 25 and 26 -- nothing novel in these two

Claim 28 -- nothing novel

claim 29 -- nothing novel

claim 34 -- could do that on NGX

claim 44 -- first line is NGX

claim 45 -- not sure what the second paragraph accomplishes

claim 49 -- can someone avoid this patent by charging a commission?

claim 50 -- I don't think Clickpaper is actually using hubs -- not sure if
this is valuable

claim 51 -- this is just a description of a contract

claim 55 -- everyone does this

claim 56 through 58 -- lots of people have been doing this for years

Again, these comments to the claims are included here only for what they are
worth; I suspect our comments come from a lack of understanding about how
they should be constructed for maximum effect.

Enron North America Corp.
1400 Smith Street EB 3893
Houston Texas 77002
Phone: (713) 853-1575
Fax: (713) 646-3490