Enron - License and Services Agreement.

Mark,

I have attached our draft version of the Enron License and Services Agreement.

As we discussed on our call, there are a number of issues which require
clarification and which we have highlighted in the Agreement. There are a
number of areas, in particular Service Support, were we have proposed
possible approaches but we obviously do not know whether these suggestions
will work for Enron or are consistent with the intention to run the service (
e.g., Service Levels in Schedule B.)

If you have any comments or questions please email or call either myself at
(212) 558-3491, David at (212) 558-4680 or Anna at (202) 956-7575.

Regards,

Kieran McIntyre

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- Enron - License and Services Agreement.doc