Licensing Agreement

Andy & Mike -

Attached are our revisions to the licensing agreement. Based on our
business principle discussion, Peggy and I are comfortable that this round
of edits represents our mutual business intent. In an effort to get this
to you as quickly as possible, though, we are sending this on for your
review in parallel with the review we are performing with Kenny.

Additionally, we have specifically left out the treatment for streaming
data to Enron affiliates as we wanted the opportunity to discuss your
suggested language with you further. Lastly, we recognize that the
structure and content surrounding the indemnities and limitation of
liabilities cannot be truly finalized until the contractual business points
are fully agreed to.

Regards,
Mark

(See attached file: Redline.rtf)(See attached file: Enron License Agreement
(VE Draft).DOC)

- Redline.rtf
- Enron License Agreement (VE Draft).DOC