Second Amendment to License Agreement

At the request of Julie Ferrara with EnronOnline, I am attaching the Second
Amendment to the License Agreement extending the term to October 31, 2001.
The First Amendment extended the term to April 30, 2001 and expires and the
end of this month.

If the enclosed meets with your approval, would you please execute the
attached Second Amendment and return it to me via fax no. (713) 646-3490. I
will then have it executed by an officer of EnronOnline and return a copy to
you via fax. If you have any comments or questions please do not hesitate to
call me at (713) 853-3399.