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)