EOL/Kiodex Co-Marketing Agreement

To all concerned:

Here is the proposed EOL/Kiodex Co-Marketing agreement updated to reflect Louise Kitchen's, Mark Taylor's, and Jay Webb's comments from today. I have made my best effort to represent the changes we discussed, as well as to add some additional detail and clarification. I know we still need even greater detail in this document. Specifically, I plan add diagrams of process flow as soon as possible.

My goal with this document all along was to use it as a basis for discussion with Kiodex so we could come to final agreement regarding the key commercial and technical issues surrounding the on-going EOL/Kiodex relationship. This document was never intended to be a legal document or all-inclusive. Specifically, I believe many of the legal disclaimers and rights of Enron to review and audit Kiodex's website and product will be significantly fleshed out in definitive agreements which continue to be drafted. Please let me know if you have any questions or comments. Thank you.

Drew
x56075
(713) 569-6131 (cell)