Re:

Attached is a draft memo to Accenture walking through the big issues. As it turns out, there were way too many changes in our draft to go through many of them in any detail, and the memo basically says "We think this is a better approach and please don't blow up and go crazy until you have read the whole thing and thought about it" -- but I still think it's useful to send it out. Also attached is a suggested definition for "Enron Platform" --

Rosh, I'm sending over some hand-marked comments for your review -- one significant point is that I think we need a definition of "Data Services" that defines exactly what Accenture will do (reformatting Customer-Specific Transaction Data and providing it to Qualified Customers in an electronic format, but not including mid-or back-office services (which we may also want to define) -- some of the provisions (like the exclusivity) will be easier to grasp if we have a term describing what Accenture will provide.

I will be out starting at 11:00 for the Legal Department PRC (maybe out for the rest of the day), so if we can talk before then to get this wrapped up, that would be great

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3882A
Houston Texas 77002
Phone: (713) 853-1575
Fax: (713) 646-3393/3490

"Bhattacharya, Rasmani" <rbhattacharya@velaw.com< 06/03/2001 10:12 AM To: "Andy Zipper (E-mail)" <andy.zipper@enron.com<, "Mike Bridges (E-mail)" <michael.bridges@enron.com<, "McCullough, Travis (Enron)" <travis.mccullough@enron.com< cc: "Stockbridge, Edward T" <tstockbridge@velaw.com< Subject:

Attached for your review is a revised draft of the Licensing Agreement with
Accenture. Ted has reviewed the draft and his comments are reflected. We
look forward to finalizing and making the distribution to Accenture on
Monday.

Following are some thoughts for your consideration:

1. Definition of Enron Platform. Andy's definition of "Enron
Platform" excluded products substantially dissimilar to those listed on the
platform, to which we added the qualification of listed on the platform as
of the Effective Date. Is this correct? In addition, is there a
possibility that Enron might split up the platform (i.e., by product type),
and then sell off certain segments? If so, we may need to further modify
the definition.

2. License Grants. Though the license grant with respect to
Customer-Specific Transaction Data in Section 3.1 is limited to Accenture's
right to re-format the data, we advise adding some restrictions to
specifically negate their right to manipulate the data in certain ways, as
per your previous business discussions. In addition, with respect to the
SmartClient Software license in Section 3.3, Accenture will be permitted to
freely modify the software for their own purposes, except to the extent the
software is being used for receiving data through the Enron Data Feed. We
need to confirm that the appropriate restrictions have been imposed.

3. Minimum Annual Payments. Section 5.1(b) provides that the
Minimum Annual Payment is due at the end of each Contract Year. Is this
satisfactory from the accounting perspective, or do we want more flexibility
for purposes of booking these payments?

4. Audit Rights. In Section 5.4(b), we have added a limited right
to do an operational audit, i.e., the audit can be initiated only on claim
of breach, and can be performed only by a third party. We would like to
discuss expanding this right.

5. Acceleration Rights on Termination. Section 7.6(b) permits us
to accelerate the Minimum Annual Payments on Accenture's default for breach
of contract. Is this the appropriate trigger?

6. Accenture Warranties. Should we add any warranties to Section
8.2?

7. Accenture Indemnity. We have expanded Accenture's indemnity
obligation in Section 9.2(a), to cover any claims arising out the TSH
Services or their modifications to the SmartClient Software. The only
exception we have permitted is for data errors verified as Enron errors.

8. "Readable" Data. We have used the term "readable" in
referring to the data in various places in the Agreement, including Section
4.1(a)(ii). In using this term, we intend to differentiate between the
static data received by an Enron Customer, and the data to be received,
"read" and then re-formatted by Accenture. We may need to select a more
precise term with Jay's assistance.

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