MASTER AGREEMENT
This Master Agreement (this “Agreement”), dated as of [December 31, 2000],January __, 2001, is entered into by and among Envera LLC, a Virginia limited liability company (“Envera”) and Enron Global Markets LLC, a limited liability company organized under the laws of the state of Delaware (“EnronEGM”).
WHEREAS, Envera will sell and issue to EnronEGM and EnronEGM will receive the Subject Interest (as defined herein) in Envera on a fully diluted basis upon execution of the Ancillary Agreements, as defined herein, and the satisfaction of certain other conditions set forth herein;
WHEREAS, the pricing of the Subject Interest was based on Envera having an enterprise value of $__________; thus, the approximate value associated with the Subject InterestsInterest is $5,000,000.
	NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
ARTICLE I	
Definitions
1.1.	Definitions.  In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used in this Agreement:
“Affiliate” shall have the meaning ascribed by Rule 12b-2 promulgated under the Exchange Act.
 “Ancillary Agreements” means the following agreements:  (i) the Subscription Agreement attached as Exhibit A, (ii) the EOL Linking Agreement attached as Exhibit B, (iii) the DealBench Linking Agreement attached as Exhibit C, (iv) the Agreement of the Members’ Consent of Envera attached as Exhibit D, (v) the Envera Network Trading MembershipMember Agreement with EGM attached as Exhibit E, and (vi) ______________the New Member Addendum attached as Exhibit G. 
“DealBench” means DealBench L.L.C., a Delaware limited liability company.
“DealBench” means DealBench LLC, a Delaware limited liability company.the proprietary Worldwide Web-based electronic commerce platform facilitating online collaboration on transactions that has been developed and is owned and operated by DealBench.
“EnronEGM Material Adverse Effect” means a material adverse effect on the business, assets or condition (financial or otherwise) or results of operations of EnronEGM, taken as a whole.
“Encumbrances” means and includes security interests, mortgages, liens, pledges, charges, easements, reservations, restrictions, clouds, equities, rights of way, options, rights of first refusal and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money.

“Enron Online“Enron Online” or “EOL” means Enron Online” means Enron Online LLC, a Delaware limited liability company.
“EnronOnline LLC, a Delaware limited liability company.” means the proprietary Worldwide Web-based electronic commerce platform that has been developed and is owned and operated by EOL.
“Envera Material Adverse Effect” means a material adverse effect on the business, assets or condition (financial or otherwise) or results of operations of Envera, taken as a whole.
“Envera Network” means ___________________the Worldwide Web-based global business-to-business network developed and operated by Envera, especially for the petroleum and chemicals industries.
“Interests” shall have the meaning set forth in the Operating Agreement.
“Knowledge” shall mean, with respect to a party, the actual knowledge of the officers of such party, after reasonable investigation or inquiry.

“Members” shall have the meaning set forth in the Operating Agreement.
“Operating Agreement” means that certain Envera Operating Agreement dated July 20, 2000, by and among the “Venture Member” and the “Initial Members” named therein.  
“Permitted Encumbrances” means (i) Encumbrances for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and for which there are adequate reserves on the books, (ii) workers or unemployment compensation liens arising in the ordinary course of business; and (iii) mechanic's, materialman's, supplier's, vendor's or similar Encumbrances arising in the ordinary course of business securing amounts that are not delinquent.
“Person” shall mean an individual, firm, corporation, general or limited partnership, limited liability company, limited liability partnership, joint venture, trust, governmental authority or body, association, unincorporated organization or other entity. 
“Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law).
“Subject InterestsInterest” means a [15 %] Interest in Envera on a fully diluted basis as of the Closing.
“Subsidiary” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which more than fifty percent (50%) of either the equity interests in, or the voting control of, such corporation or other organization is, directly or indirectly through Subsidiaries or otherwise, beneficially owned by such party.
1.2.	Operating Agreement.  Capitalized terms used in this Agreement, but not otherwise defined, have the meaning ascribed to them in the Operating Agreement.
1.3.	Cross References.  Each of the following terms shall have the meaning assigned thereto in the Section of this Agreement set forth opposite such term:
Balance Sheet	3.9
Balance Sheet Date	3.9
Closing	2.2(a)
Closing Date	2.2(a)
Commission	3.22
Connected	8.1
Envera	Preamble
Envera Tax Group	3.12(a)
Code	3.12(i)
Confidential Information	9.2
Designated Director	9.14(a)
EnronEGM	Preamble
ERISA	3.15
Financial Statements	3.9
GAAP	3.9
Governmental Entity	3.6
Intellectual Property	3.13(a) 
Law	3.6
Order	3.6
Securities Act	3.7
Tax or Taxes	3.12(i)
Tax Items	3.12(a)
Tax Return	3.12(i)

1.4.	Rules of Construction.  The following provisions shall be applied wherever appropriate herein:
(a)	"herein," "hereby," "hereunder," "hereof" and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used;
(b)	all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural;
(c)	wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;
(d)	all accounting terms not specifically defined herein shall be construed in accordance with GAAP;
(e)	neither this Agreement nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against either party as the principal draftsperson hereof or thereof;
(f)	all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall generally be considered citations to such statutes, regulations or provisions as in effect on the date hereof, except that when the context otherwise requires, such references shall be considered citations to such statutes, regulations or provisions as in effect from time to time, including any successor statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions;
(g)	any references herein to a particular Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless another agreement is specified; and
(h)	the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement.
ARTICLE II	
Sale of Subject InterestsInterest; Closing
2.1.	Sale of the Subject InterestsInterest.  In consideration of the undertakings of EnronEGM under Article 8 of this Agreement, Envera will issue to EnronEGM at the Closing the Subject InterestsInterest, subject to the terms and conditions of this Agreement.
2.2.	The Closing.
(a)	The closing (the “Closing”) of the sale and purchase of the Subject InterestsInterest under this Agreement shall take place at the offices of [________Envera] on [December 29, 2000]January ___, 2001, or at such other time, date and place as are mutually agreeable to Envera and EnronEGM (the “Closing Date”).  
(b)	At the Closing, Envera shall deliver to Enron (or to an Affiliate of Enron designated by Enron at least one day prior to the Closing Date)EGM a New Member Addendum to the Envera Operating Agreement in the form set forth in Exhibit G, evidencing the Subject InterestsInterest issued to Enron or its designeeEMG.  At or after the Closing, if EGM so elects, it may assign the Subject Interest to ECT Merchant Investments Corp., an Affiliate of EGM, pursuant to the terms of the Operating Agreement.
(c)	If at the Closing any of the conditions specified in Article 5 shall not have been fulfilled, then EnronEGM shall, at its election, be relieved of all of its obligations under this Agreement and may terminate this Agreement and thereby waive all other rights it may have by reason of such failure or such non-fulfillment.
(d)	If at the Closing any of the conditions specified in Article 6 shall not have been fulfilled, then Envera shall, at its election, be relieved of all of its obligations under this Agreement and may terminate this Agreement and thereby waive all other rights it may have by reason of such failure or such non-fulfillment.
2.3.	Public Announcement.  Envera and EGM shall advise and confer with each other prior to the issuance of any press releases, or public announcements or statements, concerning this Agreement, the Ancillary Agreements or the transactions contemplated herein or therein.  Envera shall not make any public disclosure with respect to this Agreement, the Ancillary Agreements or the transactions contemplated herein or therein, unless EGM agrees on the text and timing of such public disclosure; provided, however, that nothing contained herein shall prevent either party at any time from furnishing any information to any Governmental Entity when it is legally required to do so.
ARTICLE III	
Representations of Envera
Envera hereby represents and warrants to EnronEGM as follows:   
3.1.	Organization and Standing.  Envera is a limited liability company duly organized, validly existing and in good standing under the laws of the StateCommonwealth of Virginia.  Envera has full power and authority and all governmental licenses, permits, authorizations, consents and approvals required to own its properties and conduct its business as presently conducted and as currently contemplated to be conducted in the United States and to enter into and perform this Agreement and each of the Ancillary Agreements and to carry out the transactions contemplated by this Agreement and the Ancillary Agreements.  Envera is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the failure so to qualify would have an Envera Material Adverse Effect.  Envera has made available to EnronEGM true and complete copies of the LLC Operating Agreement and other agreements between or among the Members relating to Envera, each as amended to date and currently in effect.
3.2.	Capitalization.  The outstanding Interests of Envera (immediately prior to the Closing) are described in Section 3.2 of Schedule __3.2 attached hereto and are owned by the Members set forth opposite each such Interest.  As of the Closing, the Members have made $__________ in capital contributions.  All of the issued and outstanding Interests of Envera, (i) have been duly authorized and validly issued and (ii) were issued in compliance with all applicable federal and state securities laws.  Except as described in Section 3.2 of Schedule ___,3.2 or as set forth in the Operating Agreement (i) no subscription, warrant, option, convertible security or other right to purchase or acquire any Interests of Envera is authorized or outstanding and no party has any preemptive rights, rights of first refusal or similar rights to acquire any such shares, (ii) Envera has no obligation to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any Interests any evidences of indebtedness or assets of Envera, (iii) Envera has no obligation to purchase, redeem or otherwise acquire any Interests or to pay any dividend or make any other distribution in respect thereof, (iv) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Envera and (v) Envera has no obligation or commitment to do any of the foregoing.
3.3.	Subsidiaries, Transactions With Members.
(a)	Envera has no Subsidiaries and does not own or control, directly or indirectly, any shares of capital stock of any other corporation or any interest in any partnership, joint venture or other non-corporate business enterprise.  
(b)	Except as set forth in Section 3.3 of Schedule __,3.3, there are no material written or oral agreements between Envera, on the one hand, and any Member or its affiliates, on the other hand, including any Envera trading member agreements, consulting services agreements and value-added service agreements between Envera and its Members, each as in effect on the date of the Closing.  All of the trading member agreements that Envera has entered into with each Member are in substantially the same form as the Envera Network Trading Member Agreement attached hereto as Exhibit E.  All of the agreements that Envera has entered into with each Member contain substantially the same rights and benefits for that Member as are contained in comparable agreements with any other Member.
3.4.	Issuance of Subject InterestsInterest.  The issuance, sale and delivery of the Subject InterestsInterest in accordance with this Agreement have been duly authorized by all necessary company action on the part of Envera and its Members.  The Subject InterestsInterest when so issued, sold and delivered in accordance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable, and havewill not beenbe issued in violation of preemptive or other similar rights of any Member or third party.  Upon issuancesissuance the Subject InterestsInterest will have all of the rights, preferences and privileges set forth in the Operating Agreement, and will be subject to restrictions on transfer as set forth in the Operating Agreement.
3.5.	Authority.  The execution, delivery and performance by Envera of this Agreement and the Ancillary Agreements, and the consummation by Envera of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action by Envera, including any necessary Member action.  This Agreement has been, and the Ancillary Agreements when executed at the Closing will be, duly executed and delivered by Envera and constitute valid and binding obligations of Envera enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.
3.6.	Noncontravention.  The execution and delivery of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their respective provisions by Envera will not (a) conflict with or violate any provision of the Envera Operating Agreement, (b) require on the part of Envera any filing with, or any permit, authorization, consent or approval of, any court, arbitration tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) or other third party, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to have aan Envera Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Envera is a party or by which Envera is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of Envera, except for any imposition that would not reasonably be expected to have an Envera Material Adverse Effect, or (e) conflict with or violate any order, writ, injunction, or decree, (collectively, an “Order”) or statute, rule or regulation of any Governmental Entity (“Law”) applicable to Envera or any of its properties or assets.  
3.7.	Governmental Consents.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of Envera in connection with (i) the execution and delivery of this Agreement or the Ancillary Agreements, (ii) the offer, issuance, sale and delivery of the Subject InterestsInterest, and (iii) the other transactions to be consummated at the Closing, in each case as contemplated by this Agreement and the Ancillary Agreements, except such filings as shall have been made prior to and shall be effective on and as of the Closing and such filings required to be made after the Closing under applicable federal and state securities laws, all of which filings are specified in Section 3.7 of Schedule ___.3.7.  Based in part on the representations made by EnronEGM in Article 4 of this Agreement and in the Subscription Agreement, no registration is required under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws in connection with the issuance and sale of  the Subject InterestsInterest issued  pursuant to this Agreement.
3.8.	Litigation.  There is no action, suit, proceeding, governmental inquiry or investigation, written claim or written demand pending, or to Envera’s knowledgeKnowledge, threatened against Envera or any Subsidiary, their respective properties or their respective employee benefit plans which would have aan Envera Material Adverse Effect.
3.9.	Financial Statements.  Section 3.9 Schedule __3.9 contains the unaudited balance sheet of Envera (the “Balance Sheet”) as of Novemer 30, 2000 (the “Balance Sheet Date”) and the unaudited Statements of Profit and Loss and Cash Flows for the five-month period ended on the Balance Sheet Date (collectively, the “Financial Statements”).  The Financial Statements are complete and correct, in all material respects, are substantially in accordance with the books and records of Envera and, present fairly the financial condition and results of operations of Envera, at the dates and for the periods indicated, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied, except that the Financial Statements do not include footnotes and are subject to normal year-end audit adjustments.
3.10.	Absence of Undisclosed Liabilities; No Default.
(a)	Envera does not have any liability (whether known or unknown and whether absolute or contingent), except for (i) liabilities shown on the Balance Sheet, (ii) liabilities which have arisen since the Balance Sheet Date in the ordinary course of business and are not, in the case of any individual liability or group of related liabilities due to a particular person or entity, in excess of $50,000 and50,000, (iii) contractual and other liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet and which are disclosed under Section 3.10 of Schedule __, and (iv) liabilities under any employee benefit plan or program which are disclosed under Section 3.10 of Schedule__. 3.10.
(b)	Envera is not in material default under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest.
3.11.	Title to Property and Assets.  Envera has good title to, or, in the case of leased property, a valid leasehold interest in, all of its material properties and assets, including all properties and assets reflected in the Balance Sheet or acquired since the Balance Sheet Date, except those disposed of since the date thereof in the ordinary course of business consistent with past practices, and none of such properties or assets is subject to any Security Interest.  The property and assets (including Intellectual Property) owned or leased by Envera, or which it otherwise has the right to use, constitute all of the property and assets used or held for use in connection with the business of Envera and are adequate to conduct such business as currently conducted, except for such matters as would not, individually or in the aggregate, have aan Envera Material Adverse Effect.
3.12.	Taxes.
(a)	Except as set forth in Section 3.12 of Schedule ___,3.12, (i) all Tax Returns which were required to be filed by or with respect to any of Envera, any Subsidiary or their respective Subsidiaries (collectively, the “Envera Tax Group”) and any affiliated, consolidated, combined, unitary or similar group of which any member of Envera Tax Group is or was a member have been duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items (“Tax Items”) required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return are true, correct and complete in all material respects, (iii) all Taxes owed by Envera Tax Group and any affiliated, consolidated, combined, unitary or similar group of which any member of Envera Tax Group is or was a member which are or have become due have been timely paid in full, (iv) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, (v) all Tax withholding and deposit requirements imposed on or with respect to any member of Envera Tax Group have been satisfied in full in all respects, (vi) there are no mortgages, pledges, liens, encumbrances, charges or other security interestsEncumbrances on any of the assets of Envera Tax Group that arose in connection with any failure (or alleged failure) to pay any Tax, (vii) there is no claim against any member of Envera Tax Group or any affiliated, consolidated, combined, unitary or similar group of which any member of Envera Tax Group is or was a member prior to the Closing Date for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened with respect to any Tax Return of or with respect to any member of Envera Tax Group or any affiliated, consolidated, combined, unitary or similar group of which any member of Envera Tax Group is or was a member, (viii) no claim has ever been made by an authority in a jurisdiction where any member of Envera Tax Group does not file Tax Returns that such member is or may be subject to taxation in that jurisdiction.
(b)	The total amounts set up as liabilities for current Taxes in the Financial Statements are sufficient to cover the payment of all Taxes, whether or not assessed or disputed, which are, or are hereafter found to be, or to have been, due by or with respect to Envera Tax Group up to and through the periods ending on the dates thereof.
(c)	No payments are due or will become due by any member of Envera Tax Group pursuant to any Tax sharing or allocation agreement or arrangement or any Tax indemnification agreement except as set forth in Section 3.12 of Schedule ___.3.12.
(d)	Except as set forth in Section 3.12 of Schedule ____3.12, to the Knowledge of Envera, neither Envera, any Subsidiary nor their respective Subsidiaries will be required to include any amount in income for any taxable period beginning after December 31, 2000 as a result of a change in accounting method for any taxable period ending on or before December 31, 2000 or pursuant to any agreement with any Tax authority with respect to any such taxable period.  NeitherTo the Knowledge of Envera, neither Envera, any Subsidiary nor any of their respective Subsidiaries will be required to include in any period ending after the Closing Date any income that accrued in a prior period but was not recognized in any prior period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting or the cash method of accounting.
(e)	Except as set forth in Section 3.12 of Schedule ___,3.12, neither Envera, any Subsidiary nor any of their respective Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could reasonably be expected to obligate it to make any payments that would not be deductible under Section 280G of the Code.
(f)	Except as set forth in Section 3.12 of Schedule __,3.12, neither Envera, any Subsidiary nor any of their respective Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return, or (ii) to the Knowledge of Envera, has any liability for the Taxes of any Person (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), or (B) as a transferee or successor, by contract, or otherwise.
(g)	Envera and its Subsidiaries have properly and in a timely manner documented their transfer pricing methodology in compliance with Section 6662(e) (and any related sections) of the Code, the Treasury regulations promulgated thereunder and any comparable provisions of state, local, domestic or foreign Tax law.
(h)	Neither Envera nor any of its Subsidiaries has consented to have the provisions of section 341(f)(2) of the Code apply with respect to a sale of its stockInterests.
(i)	As used in this Agreement, (a) “Code” means the United States Internal Revenue Code of 1986, as amended, (b) “Tax” or “Taxes” means any taxes, assessments, fees and other governmental charges imposed by any Governmental Authority, including without limitation income, profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, or other charge of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not; (c) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
3.13.	Intellectual Property.  
(a)	Envera owns, free and clear of all Security Interests other than Permitted Encumbrances, or has the valid right to use all Intellectual Property (as defined below in this Section 3.13) used by it in its business as currently conducted.  Each employee of Envera who created any of Envera’s Intellectual Property and each independent contractor engaged by Envera who created any of Envera’s Intellectual Property has assigned to Envera all of such employee’s or contractor’s right, title and interest in such Intellectual Property.  No other person or entity (other than licensors of software that is generally commercially available, licensors of Intellectual Property under the agreements disclosed pursuant to paragraph (c) below and non-exclusive licensees of Envera’s Intellectual Property in the ordinary course of Envera’s business has any rights to any of the Intellectual Property owned or used by Envera, and, to Envera’s knowledgeKnowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property that Envera owns or has an exclusive license to use.  For purposes of this Agreement, “Intellectual Property” means all (i) patents and patent applications, (ii) copyrights and registrations thereof, (iii) mask works and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets and confidential business information, whether patentable or unpatentable and whether or not reduced to practice, know-how, manufacturing and production processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (vi) trademarks, service marks, trade names, domain names and applications and registrations therefor and (vii) other proprietary rights relating to any of the foregoing.
(b)	NoneTo Envera’s Knowledge, none of the activities or business conducted by Envera and none of the Intellectual Property owned or used by Envera (other than “off-the-shelf” generally commercially available software) infringes, violates or constitutes a misappropriation of (or in the past infringed, violated or constituted a misappropriation of) any Intellectual Property of any other person or entity.  Envera has not received any written complaint, claim or notice alleging any such infringement, violation or misappropriation.
(c)	Section 3.13 of Schedule __3.13 hereto identifies each agreement with a third party pursuant to which Envera obtains rights to Intellectual Property material to the business of Envera (other than software that is generally commercially available) that is owned by a party other than Envera.  OtherExcept as disclosed on Schedule 3.13(c), other than license fees for software that is generally commercially available, Envera is not obligated to pay any royalties or other compensation to any third party in respect of its ownership, use or license of any of its Intellectual Property.
(d)	Envera has taken reasonable precautions (i) to protect its rights in its Intellectual Property and (ii) to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property, and to Envera’s knowledgeKnowledge, there have been no acts or omissions by the officers, directors, stockholdersmembers, employees and agents of Envera the result of which would be to materially compromise the rights of Envera to apply for or enforce appropriate legal protection of Envera’s Intellectual Property.
3.14.	Insurance.  Envera maintains [or is in the process of obtaining] valid policies of workers’ compensation insurance and of insurance with respect to its properties and business of the kinds and in the amounts not less than is customarily obtained by corporations of established reputation engaged in the same or similar business and similarly situated, including, without limitation, insurance against loss, damage, fire, theft, public liability and other risks, all of which policies are in full force and effect.  There is no claim by Envera pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies.
3.15.	Material Contracts and Obligations.  Section 3.15 of Schedule __3.15 sets forth a true and complete list of the following agreements, commitments and understandings, whether written or oral, to which Envera is a party or by which it is bound: (a) those which require future expenditures by Envera in excess of $100,000 or which might result in payments to Envera in excess of $100,000, (b) employment and consulting agreements, any material “employee benefit plan” (as that term is defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), severance, bonus, pension, profit-sharing, stock option, stock purchase, executive or employee compensation and similar plans and arrangements, (c) those with any Subsidiary, current or former stockholdermember, officer or director of Envera, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act, including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments by or to, any such person or entity), (d) those under which Envera is restricted from carrying on any business or that otherwise materially restrict Envera in the operation of its business anywhere in the world, (e) those relating to indebtedness for borrowed money in excess of $100,000, (f) those for the disposition of a material portion of Envera’s assets (other than for the sale of inventory in the ordinary course of business), (g) those for the acquisition of the business or shares of another party, (h) those which relate to the voting or ownership of Envera’s securities and (i) those which are otherwise material to Envera or its business.  All such agreements, commitments and understandings are in full force and effect.  Neither Envera, nor, to Envera’s knowledgeKnowledge, any other party thereto, is in default of any of its obligations under any such agreement, commitment or understanding, no event or circumstance has occurred that, with notice or lapse of time, or both, would constitutedconstitute a default or event of default that would have aan Envera Material Adverse Effect and Envera has delivered to EnronEGM or made available for EnronEGM to review true and complete copies of each such agreement, commitment or understanding.
3.16.	Compliance.  Envera has, in all material respects, complied, and is currently in compliance in all material respects, with all laws, regulations, ordinances and orders applicable to its present and proposed business.  There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which Envera is a party or by which it is bound, or, to the best of Envera’s knowledgeKnowledge, of any provision of any state or federal judgment, decree, order, statute, rule or regulation applicable to or binding upon Envera, which is reasonably likely to have aan Envera Material Adverse Effect.  To Envera’s knowledgeKnowledge, no employee of Envera is in material violation of any term of any contract or covenant (either with Envera or with another entity) relating to employment, patents, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation.
3.17.	Absence of Changes.  Since the Balance Sheet Date, the business of Envera has been conducted in the ordinary course, consistent with past practices , and there has not been:
(a)	any change that would constitute aan Envera Material Adverse Effect; 
(b)	any declaration, setting aside or payment of any dividend or other distribution with respect to any Interests of Envera, or any repurchase, redemption or other acquisition by Envera of any outstanding Interests or other securities of Envera;
(c)	other than to give affect to this Agreement, any amendment of any material term of any outstanding security of Envera or any agreement to which Envera is a party;
(d)	any incurrence, assumption or guarantee by Envera of any indebtedness for borrowed money;
(e)	any creation or other incurrence by Envera of any Security Interest on any material asset other than in the ordinary course of business consistent with past practices;
(f)	any making of any loan, advance or capital contributions to or investment in any person;
(g)	any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of Envera which, individually or in the aggregate, has had or could reasonably be expected to have aan Envera Material Adverse Effect;
(h)	other than to give affect to this Agreement, any transaction or commitment made, or any contract or agreement entered into, by Envera relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by Envera of any contract or other right, in either case, material to Envera;
(i)	any change in any method of accounting or accounting practice by Envera;
(j)	other than in the ordinary course of business, any (i) employment, deferred compensation, severance, retirement or other similar agreement entered into with any director, officer or employee of Envera (or any amendment to any such existing agreement), (ii) grant of any severance or termination pay to any director, officer or employee of Envera, or (iii) change in compensation or other benefits payable to any director, officer or employee of Envera pursuant to any severance or retirement plans or policies thereof; or
(k)	any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of Envera, which employees were not subject to a collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of Envera.
3.18.	Employees.  All employees of Envera who have or may reasonably be expected in the future to have access to confidential or proprietary information of Envera have executed and delivered or will have executed and delivered employee invention and nondisclosure agreements in the form of Exhibit ___I, and all of such agreements are in full force and effect.  Envera has complied in all material respects with all applicable laws relating to wages, hours, equal opportunity, collective bargaining, workers’ compensation insurance and the payment of social security and other taxes.  None of the employees of Envera is represented by any labor union, and there is no labor strike or other labor trouble pending with respect to Envera (including, without limitation, any organizational drive) or, to the best of Envera’s knowledgeKnowledge, threatened.
3.19.	Benefits Plans.
(a)	Except as could not reasonably be expected to result in aan Envera Material Adverse Effect, each plan and program disclosed in Section 3,19 of Schedule __3.19 has been operated and maintained in compliance with its governing documents and all applicable Laws and has had all of its required contributions made in a timely manner.
(b)	Neither Envera, nor any trade or business (whether or not incorporated) which together with Envera would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA, sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date of this Agreement sponsored, maintained or contributed to any employee pension benefit plan, as defined in Section 3(2) of ERISA, subject to Section 412 of the Internal Revenue Code of 1986, as amended, or subject to Title IV of ERISA.
(c)	The consummation of the transactions contemplated by this Agreement will not result in a payment to any employee of Envera of any money or other property or result in the acceleration of any other rights or benefits to any such employee under any plan or program disclosed in Section 3.19 of Schedule __3.19 or otherwise.
3.20.	Books and Records.  The minute books of Envera contain complete and accurate records of all meetings and other company actions of its members and its Board of Directors and committees thereof.  The company records of Envera are complete and reflects all issuances, transfers, repurchases and cancellations of Interests of Envera.
3.21.	U.S. Real Property Holding Corporation.  Envera is not now and has never been a “United States Real Property Holding Corporation” as defined in Section 897(c)(2) of the Internal Revenue Code and Section 1.897-2(b) of the IRS Regulations.
3.22.	Registration Rights.  Except as set forth in Article XII of the Envera Operating Agreement, Envera is not under any contractual obligation to register with the U.S. Securities and Exchange Commission (the “Commission”) any of its currently outstanding securities or any of its securities that may hereafter be issued.
3.23.	Investment Company Act.  Envera is not, and after giving effect to the offering and sale of the Subject InterestsInterest pursuant to this Agreement will not be, an “investment company” or entity controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.
3.24.	Licenses and Permits.  Envera has all necessary licenses, franchises permits, certificates, approvals or other similar authorizations affecting, or relating in any way to, the assets or business of Envera (the “Permits”), except where the failure to have any such Permit would not have an Envera Material Adverse Effect.  Except for such matters as would not, individually or in the aggregate, have aan Envera Material Adverse Effect, (i) the Permits are valid and in full force and effect, (ii) Envera is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, the Permits and (iii) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements.
3.25.	Transaction Information.
(a)	None of the documents or information, taken as a whole, delivered to EnronEGM in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.  There is no fact or circumstance known to Envera that has not been disclosed to EnronEGM which, individually or in the aggregate, would reasonably be expected to be material to EnronEGM’s investment decision respecting Envera.
(b)	The representations and warranties of Envera contained in the Ancillary Agreements are true and correct in all material respects.
ARTICLE IV	
Representations of EnronEGM
EnronEGM represents and warrants to Envera as follows:
4.1.	Organization and Standing.  EnronEGM is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.  EnronEGM is duly qualified to do business as a foreign limited liability company and is in good standing in every jurisdiction in which the failure so to qualify would have an EnronEGM Material Adverse Effect.  
4.2.	AuthorityAuthority
.  EnronEGM has full power and authority to enter into and to perform this Agreement and the Ancillary Agreements in accordance with their respective terms.  EnronEGM has not been organized, reorganized or recapitalized specifically for the purpose of investing in Envera.  The execution, delivery and performance by EnronEGM of this Agreement and the Ancillary Agreements, and the consummation by EnronEGM of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action by EnronEGM, including necessary member action.  This Agreement has been, and the Ancillary Agreements when executed at the Closing will be, duly executed and delivered by EnronEGM and constitute valid and binding obligations of EnronEGM enforceable against EnronEGM in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.
4.3.	NoncontraventionNoncontravention
.  The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their respective provisions by EnronEGM will not (a) conflict with or violate any provision of the instruments of organization of EnronEGM, (b) require on the part of EnronEGM any filing with, or any permit, authorization, consent or approval of, any court, arbitration tribunal, administrative agency or commission or other Governmental Entity or other third party, except such matters as are disclosed in Section 3.2 of Schedule __,4.3, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which EnronEGM is a party or by which EnronEGM is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of EnronEGM or (e) conflict with or violate any order, writ, injunction, decree, statute, ruleOrder or regulationLaw applicable to EnronEGM or any of its properties or assets, except, in the case of clauses (b), (c), (d) and (e), for such matters as would not individually or in the aggregate, have an EnronEGM Material Adverse Effect.
4.4.	Governmental Consents.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of EnronEGM in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the other transactions to be consummated at the Closing, in each case as contemplated by this Agreement and the Ancillary Agreements, except such filings as shall have been made prior to and shall be effective on and as of the Closing and such filings required to be made after the Closing under applicable federal and state securities laws, all of which filings are specified in Schedule __. 
4.5.	Litigation.  There is no action, suit, proceeding, governmental inquiry or investigation, written claim or written demand pending, or to EnronEGM’s knowledgeKnowledge, threatened against EnronEGM which would have a EnronEGM Material Adverse Effect.
4.6.	Experience.  EnronEGM has carefully reviewed the representations made by Envera in this Agreement; the officers of Envera have made available to EnronEGM any and all written information which it has requested and have answered to EnronEGM’s satisfaction all inquiries made by it; and EnronEGM has sufficient knowledge and experience in finance and business and investing that it is capable of evaluating the risks and merits of its investment in Envera and EnronEGM is able financially to bear the risks thereof, including without limitation the risk of loss of its entire investment.
ARTICLE V	
Conditions to the Obligations of EnronEGM
The obligation of EnronEGM to purchase the Subject InterestsInterest at the Closing is subject to the fulfillment, or the waiver by EnronEGM, of each of the following conditions on or before the Closing:
5.1.	Accuracy of Representations and Warranties.  Each representation and warranty contained in Article 3 shall be true on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of that date.
5.2.	Performance.  Envera shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by Envera prior to or at the Closing.
5.3.	Opinion of Counsel.  EnronEGM shall have received an opinion from Envera’s counsel dated the Closing Date, addressed to EnronEGM, and satisfactory in form and substance to EnronEGM, as to the matters set forth in Exhibit H, subject to customary assumptions, limitations and qualifications.
5.4.	Ancillary Agreements.  
(a)	Envera shall have executed and delivered to EnronEGM:
(i)	The EOL Linking Agreement attached as Exhibit B;
(ii)	The DealBench Linking Agreement attached as Exhibit C; and
(iii)	The Envera Network Trading MembershipMember Agreement attached as Exhibit E.
(iv)	The New Member Addendum attached hereto as Exhibit G.
(b)	Envera shall have delivered to Enron aEGM the Agreement of the Members’ Consent of Envera LLC attached as Exhibit D, executed by each Member of Envera.
5.5.	Certificates and Documents.  Envera shall have delivered to EnronEGM:
(a)	The Envera Operating Agreement, as amended and in effect as of the Closing Date, certified by the Secretary of Envera;
(b)	Certificates, as of the most recent practicable dates, as to the valid existence, qualification to do business and good standing of Envera issued by the appropriate officials of [___________________________ insert relevant states];the Commonwealth of Virginia; and
(c)	Resolutions of the Board of Directors of Envera, authorizing and approving all matters in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of Envera as of the Closing Date; and .
(d)	Consent and Waiver by the Members of Envera, in the form attached as Exhibit ___.
5.6.	Orders and Laws.  There shall not be in effect on the Closing Date any order or law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements, or to the knowledgeKnowledge of Envera, any threatened, instituted or pending action or proceeding before any court or Governmental Entity, which could reasonably be expected to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements, or result in aan Envera Material Adverse Effect.
5.7.	Consents and Approvals.  All consents, approvals and actions of, filings with and notices to any person including any Governmental Entity necessary to permit Envera and EnronEGM to perform their obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (c) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including under the HSR Act, shall have occurred.
5.8.	Compliance Certificates.  Envera shall have delivered to EnronEGM a certificate, executed by the President of Envera, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
5.9.	Other Matters.  All company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to EnronEGM, and EnronEGM shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
ARTICLE VI	
Conditions to the Obligations of Envera
The obligations of Envera to issue the Subject InterestsInterest to EnronEGM under Section 2.2 of this Agreement are subject to fulfillment by EnronEGM or the waiver by Envera, of each of the following conditions on or before the Closing:
6.1.	Accuracy of Representations and Warranties.  Each representation and warranty of EnronEGM contained in Article 3 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of that date.
6.2.	Performance.  EnronEGM shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by EnronEGM prior to or at the Closing.
6.3.	Ancillary Agreements.  
(a)	EnronEGM shall have delivered to Envera the EOL Linking Agreement attached as Exhibit B executed by EOL;
(b)	EnronEGM shall have delivered to Envera the DealBench Linking Agreement attached as Exhibit C executed by DealBench; and
(c)	EnronEGM shall have executed and delivered to Envera the Envera Network Trading MembershipMembers Agreement attached as Exhibit E., and made a payment thereunder to Envera of $500,000 in immediately available funds in accordance with such agreement;
(d)	EnronEGM shall have executed and delivered the Subscription Agreement attached as Exhibit  A, executed by either Enron or its designee selected pursuant to Section 2.2(b).; and
(e)	EGM shall have executed and delivered to Envera the New Member Addendum attached as Exhibit G.
6.4.	Orders and Laws.  There shall not be in effect on the Closing Date any order or law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements.
6.5.	Consents and Approvals.  All consents, approvals and actions of, filings with and notices to any person including, any Governmental Entity, necessary to permit Envera and EnronEGM to perform their obligations under this and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (c) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including under the HSR Act, shall have occurred.
6.6.	Compliance Certificates.  EnronEGM shall have delivered to Envera a certificate, executed by a Vice President of EnronEGM, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
6.7.	Other Matters.  All company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Envera, and Envera shall have received all such counterpart originals or certified or other copies of such documents from EnronEGM as it may reasonably request.
ARTICLE VII	
Affirmative Covenants of Envera
7.1.	Books and Records; InspectionBooks and Records; Inspection.  Envera shall keep, and shall cause each of its Subsidiaries (if, when and to the extent any such Subsidiaries are formed) to keep books and records reflecting all of its business affairs and transactions in accordance with GAAP or the generally accepted accounting principlesrequirements of the country of organization of any SubsidiaryOperating Agreement and shall permit EnronEGM or any authorized representative thereof, to visit and inspect the properties of Envera and its other Subsidiaries (if, when and to the extent any such Subsidiaries are formed), including their respective company and financial records, and to discuss their respective businesses and finances with directors, officers and outside accountants of Envera, during normal business hours following reasonable notice and as often as may be reasonably requestedto the extent provided in the Operating Agreement, provided however, that EnronEGM shall not use information obtained pursuant to this section for any purpose other than exercising its rights as the holder of Envera Interests or in a manner that would compromise the neutrality and independence of Envera business.
7.2.	Financial Statements and Other Information.  EnronEGM shall be entitled to receive Envera’s financial and operating information to the same extent as the other Envera equity members who designate representatives to serve on Envera’s Board of Directors.  Information will be provided subject to confidentiality restrictions contained in the Operating Agreement, legal restrictions (including antitrust considerations), and website independence and neutrality considerations.
7.3.	No Integration.  Envera will not offer, sell or issue any securities within six months after the date hereof that would be integrated (within the meaning of Rule 502(a) under the Securities Act) with the offer and sale of Interests under this Agreement in a manner that would cause the offer or sale of Interests under this Agreement to no longer be exempt from registration under the Securities Act.
7.4.	Existence.  Envera will maintain its limited liability company existence in full force and effect.  
7.5.	Compliance with Law.  Envera will use its commercially reasonable efforts to, and will use its commercially reasonable efforts to cause each of its Subsidiaries (if, when and to the extent such Subsidiaries are formed) to, comply in all material respects with all applicable laws (whether federal, state or local and whether statutory, administrative or judicial or other) and with every applicable lawful governmental order (whether administrative or judicial) for which the failure to comply would reasonably be expected to have aan Envera Material Adverse Effect.
7.6.	Termination of Covenants.  The covenants of Envera contained in Sections 7.1 through 7.4 shall terminate, and be of no further force or effect, upon the closing of Envera’s first underwritten public offering of common stock pursuant to an effective registration statement under the Securities Act, that has been approved by the Members in accordance with the Operating Agreement.
7.7.	Best Efforts; Further Assurances.  Subject to the terms and conditions of this Agreement, Envera will use its bestcommercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated hereby.  Envera agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated hereby.
ARTICLE VIII	
Covenants by EnronEGM
8.1.	Connections to Envera Hub.
(a)	In accordance with the Envera Network Trading Member Agreement, EGM shall cause its petrochemical, natural gas liquids and plastics groups to use its commercially reasonable efforts to become “Connected” (as defined below) to the Envera Network on or before June 30, 2001 (or such later date as may be mutually agreed to by Envera and EGM), and EGM will pay up to [$750,000] under the Envera Network Trading Member Agreement to become so Connected.  For purposes of the foregoing, “Connected” means ______________________________.  In no event, however, shall EGM be required to spend more than [$750,000] to become so Connected.  In connection with becoming Connected, EGM, it will use its commercially reasonable efforts to cooperate with Envera in establishing the appropriate transactional documents for products to be bought or sold by EGM within the petrochemical, natural gas liquids and plastics groups.
(b)	If and when EGM’s petrochemical, natural gas liquids and plastics groups becomes Connected to the Envera Network, EGM will make its connection to the Envera Network available to DealBench for use by the “deal manager of the auction” for settlement of transactions involving products for which EGM’s petrochemical, natural gas liquids and plastics groups is enabled to use through the Envera Network.
8.2.	8.1. Enron Online Transactions.  Subject to Enron Online’sthe requirements of EOL applicable to all users of EnronOnline, and subject to credit requirements established by EOL and EGM in their sole discretion, until December 31, 2001, Enron may, in its sole discretion,EGM agrees to enter into transactions with participantsmembers of the Envera Network forinvolving petrochemical, natural gas liquids, or plastics that are then traded by Enron from time to timeEGM, without any transaction fees, if and to the extent that EnronEGM can place a matching trade via Enron OnlineEnronOnline; provided, however, that the aggregate number of such transactions shall not exceed one hundred (100) per Envera participantNetwork member; and provided, further, that no such transactions will be executed if in the sole judgment of Enron OnlineEOL or EnronEGM, the result or effect of which any of EnronEGM EOL, itsor EnronOnline, their Affiliates, or any of their respective businesses: (a) could become subject to regulation under the Commodities Exchange Act, as amended; (b) could become subject to regulation by the Commodities Futures Trading Commission; or (c) could become subject to any regulatory proceeding, investigation, action, inquiry or review.
8.3.	8.2. DealBench Auctions.  
(a)	If prior to [December 31, 2001] any participantmember of the Envera Network executes a then-standard DealBench Site License Agreement with DealBench covering auctions, then for 90 days after the effective date of such agreement Enron will cause DealBench towill permit each such participantEnvera Network member to conduct up to two product auctions on DealBench™ at no charge (except for any third-party expenses incurred by DealBench in connection with such auctions), subject to a maximum of 25 such auctions for all Envera Network members.  
(b)	In the event that the 25 free auctions are not utilized by December 31, 2001, then with respect to any any member of the Envera Network who executes a then-standard DealBench at such participant’s), subject to a maximum of 25 such auctions for all Envera participants.Site License Agreement with DealBench covering auctions between January 1, 2002 and March 31, 2002, DealBench will permit such member to conduct one product auction on DealBench™ on or before March 31, 2002, at no charge (except for any third-party expenses incurred by DealBench in connection with such auctions), but subject to a maximum of 25 such auctions for all Envera Network members under Section 8.3(a) and (b).
(c)	(b) After participants of the Envera Network have paid DealBench an aggregate amount of non-discounted site license fees (such amount to be determined by DealBench in its sole discretion), Enron will cause DealBenchUntil [December 31, 2001], DealBench agrees to offer to participantsmembers of the Envera Network who have executed a then-standard DealBench Site License Agreement a preferred pricing arrangement pursuant to which such participantsmembers could use DealBench™ for a specified period of time to conduct a certain number of transactions at a discounted site license fee(s) (with the type, number and pricingfollowing discounts off of, and time period during which such transactions could be conducted to be determined by DealBench in its sole discretion); provided that each such participant shall have first executed a ’s then-standard DealBench Site License Agreement for the subject transaction(s).rates:  
Annual Aggregate Value of Auction Transactions		Amount of Discount
Up to $25 million						No discount
Between $25 million and $50 million				Five percent
Between $50 million and $100 million			Ten percent
Over $100 million						Twenty-five percent
8.4.	8.3. Enron Online Content.  Subject to registration by participantsmembers of the Envera Network on Enron Online’s service in accordance with Enron OnlineEOL’s then current policies and practices, such participantsmembers may gain access to various industry specific content displayed on Enron Online from time to time, some of which is delivered in real-time (but Enron Online.  EOL will have nodiscretion obligationas to provide anythe particular content) made available to Enron Online’s participants and will make available the same content to Envera Members as is made available to comparable Enron Online participants.
8.5.	8.4. Utility Outsourcing Services.  EnronEGM will promote and facilitate the participation of the members of the Envera’s access to the Network in utility outsourcing services and products offered by Affiliates of EnronEGM by providing an initial point of contact for such members and coordinating the introduction of the such members to such EGM Affiliate for such services.  The terms and conditions forof suchthese services and products are towill be negotiated with respect to each particular transactionindependently by the applicable Envera Network member and no party shall have any obligation to provide or acquire any such products of servicesthe EGM Affiliate.
8.6.	8.5. Product Seminars.  EnronEGM will provide two seminars, each for approximately 30 individuals designated by Envera, on core areas of EnronEGM’s expertise (which may or may not include price risk management, on-line trading, risk assessment and value at risk).  The content of each seminar will be established by EnronEGM after consultation with Envera, but in EnronEGM’s sole discretion.  In no event shall EnronEGM be obligated to disclose any of EnronEGM’s proprietary information.
8.7.	8.6. Joint Marketing Activities
(a)	 For as long as EnronEGM is a participant in thean Envera NetworkMember: 
(i)	Each of EnronEGM and Envera will use its commercially reasonable efforts to conduct joint marketing and media relations activities, on a purely discretionary basis.  No such joint activities will be undertaken without the prior mutual agreement of both Envera and EnronEGM.  Such joint activities may include trade shows, advertising, strategy meetings between EnronEGM and Envera, meetings with Envera and Enron OnlineEnronOnline members, and visits to potential participants; and  .
(ii)	[Subject to further review by Enron]  EGM will permit Envera to refer to EGM as a trading member of the Envera Network, provided that Envera may not use any trademarks or service marks of EGM without the express prior written consent of EGM and then only subject to the terms of EGM’s then-standard trademark license agreement regarding such use.
(iii)	(ii) Subject to appropriate confidentiality restrictions and applicable law, EnronEGM and Envera may share market information (none of which shall be EnronEnvera’s proprietary information), provided that either party may elect not to share any such information in its sole discretion.
(b)	EnronEGM will designate Envera as a “preferred third party transaction settlement engine” for certain EnronEGM petrochemical, natural gas liquids and plastics transactions with Envera members, where EnronEGM will designate those transactions from time to time in its sole discretion (for the avoidance of doubt, such transactions will not include DealBench transactions).  Further, with respect to the aforementioned transactions only, Envera will have preferred third party rights to handle XML translation and document transport for a period of six (6) months from the Closing Date.
(c)	
8.8.	8.7. Restricted Transactions.  For a period of six- months from the Closing Date, EnronEGM agrees not to enter into any commercial agreement with Elemica, Omnexus, eChemicals, AspenTech, webMethods, or Elastomer Solutions which is substantially similar to the commercial agreement that EnronEGM has with Envera as set forth in this Agreement and the Ancillary Agreements; provided, however, the foregoing restriction applies only to Enron Global Markets LLC; for the avoidance of doubt, it does shall not apply to Enron Corp., Enron Online, or DealBench; and provided further, the foregoing limitation shall not prohibit Enron Global Markets LLC from entering any agreement with any company that acquires any of the foregoing companies.  [consider if we need to expand these exceptions further]
8.9.	8.8. Quarterly Report by EnronEGM.  Each fiscal quarter, EnronEGM will provide Envera with an estimate of aggregate savings realized or expected to be realized by participantsmembers of the Envera Network through offers made available to such participantsmembers pursuant to Sections 8.1 through 8.5.8.6.  While EnronEGM will make these estimates in good faith and will provide a reasonably detailed explanation of how the estimated savings have been calculated; provided, howver, Envera will not have any rights to audit or review such estimates.  These reports are provided to Envera for informational purposes only, and are not intended to be a guarantee of savings to any member.  In no event shall EGM be liable to Envera, any Envera Member, any member of the Envera Network or any of their respective affiliates or agents, in connection with the provision of any such reports or information contained therein, and Envera, for itself, its Members and the members of the Envera Network hereby releases EGM from any liability arising out of or related to such reports or information.
ARTICLE IX	
Other Provisions
9.1.	Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  This Agreement, and the rights and obligations of EnronEGM hereunder, may be assigned by EnronEGM, subject to the limitations expressed herein, to any person or entity to which the Subject Interests Shares areInterest is transferred by EnronEGM in accordance with the terms and conditions of the Operating Agreement; provided that the transfereeEGM provides written notice of such assignment to Envera.  Envera may not assign its rights under this Agreement.
9.2.	Confidentiality.  EnronEGM agrees that it will keep confidential and will not disclose, divulge or use for any purpose other than to monitor its investment in Envera any confidential, proprietary or secret information which EnronEGM may obtain from Envera pursuant to financial statements, reports and other materials submitted by Envera to EnronEGM pursuant to this Agreement, or pursuant to visitation or inspection rights granted hereunder (“Confidential Information”), unless such Confidential Information was known by EnronEGM prior to disclosure by Envera to EnronEGM, or until such Confidential Information becomes known, to the public (other than as a result of a breach of this Section 9.210.2 by EnronEGM); provided, however, that EnronEGM may disclose Confidential Information (i) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in Envera, (ii) to any prospective purchaser of any Interests from EnronEGM as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 9.2,10.2, (iii) to any affiliate or member of EnronEGM or to a stockholder or subsidiary of EnronEGM or their respective employees, representatives or agents, provided that any such person or entity agrees to be bound by the provisions of this Section 9.2, (iv) as may otherwise be required by law or court order, (v) in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over EnronEGM or its affiliates or members if and only to the extent such disclosure is required by law or court order, (vi) in response to any summons, subpoena or other legal process or in connection with, but only to the extent required for, any other judicial proceeding or inquiry, (vii) in connection with the preservation, exercise or enforcement of any of EnronEGM’s rights or remedies under this Agreement or any other Ancillary Agreement or (viii) to correct any materially false or materially misleading information which may become public concerning EnronEGM’s relationship to Envera or its affiliates or the transactions contemplated by this Agreement, provided that in all cases EnronEGM takes reasonable steps to minimize the extent of any such required disclosure.
9.3.	Survival of Representations and Warranties.  All representations and warranties of Envera and EGM contained herein (except for Envera’s representations and warranties set forth in Sections 3.2, 3.5, 3.11 and 3.12 and the first sentence of Section 3.13(a)) shall survive the execution and delivery of this Agreement and the Closing until the third anniversary of the Closing.  Any valid claim that is properly asserted in writing prior to the third anniversary of the Closing shall survive until such claim is finally resolved and satisfied.  Envera’s representations and warranties set forth in Sections 3.2, 3.5, 3.11 and 3.12 and the first sentence of Section 3.13(a) shall survive the execution and delivery of this Agreement and the Closing without limitationuntil the fifth anniversary of the Closing; and Envera’s representations and warranties set forth in Section 3.12 shall survive the execution and delivery of this Agreement until expiration of the statute of limitations that applies to the matter with respect to which the specific representation or warranty relates. Any valid claim that is properly asserted in writing prior to the expiration of the applicable survival period specified above shall survive until such claim is finally resolved and satisfied. Notwithstanding anything to the contrary contained in this Agreement, it is the explicit intent of each party hereto that Envera is making no representation or warranty whatsoever, express or implied, except those representations and warranties contained in Article 3 and in any certificate delivered pursuant to Article 5.
9.4.	Brokers.  Each party hereto (i) represents and warrants to the other parties hereto that it has not retained a finder or broker in connection with the transactions contemplated by this Agreement and (ii) will indemnify and save the other parties harmless from and against any and all claims, liabilities or obligations with respect to brokerage or finders’ fees or commissions or consulting fees in connection with the transactions contemplated by this Agreement asserted by any person on the basis of any statement or representation alleged to have been made by such indemnifying party.
9.5.	Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
9.6.	Specific Performance.  In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each party shall be entitled to specific performance of the agreements and obligations of the other hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.
9.7.	Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof).
9.8.	Notices.  All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (i) three business days after being sent by certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:
If to Envera, at
200 South Third Street
Richmond, Virginia 23219
Attention:  Chief Executive Officer
Telephone:  (804) 788-6444
Facsimile:   (804) 788-5510

with a copy to:

Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Attention:  Daniel M. LeBey. Esq.
Telephone:  (804) 788-8200
Facsimile:  (804) 788-8218

If to EnronEGM, at 
1400 Smith Street
Houston, Texas 77002
Attention:  _________________
Telephone:  (713) 853-1939
Facsimile:  (713) 646-4039
Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended.  Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.
9.9.	Entire Agreement.  This Agreement (including its Exhibits) and the Ancillary Agreements constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to such subject matter.
9.10.	Amendments and Waivers.  This Agreement may not be amended or terminated without the written consent of Envera and EnronEGM.  No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person or entity other than any person or entity entitled to indemnity under Appendix A.
9.11.	Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document.  This Agreement and any of the Ancillary Agreements may be executed by facsimile signatures.
9.12.	Section Headings.  The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.
9.13.	Expenses.  Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated hereby are consummated, each party will pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.
9.14.	Business Opportunity Agreement.  
(a)	Envera acknowledges and agrees that EnronEGM and its affiliatesAffiliates, including any person(s) nominated by EnronEGM and serving as a member of the Board of Directors of Envera (the “Designated Director”), participate and will continue to participate, directly and through Affiliates, in businesses in which Envera participates or may participate, may have interests in, participate with, and maintain seats on the boards of directors of or serve as officers or employees of other Persons engaged in such businesses and may develop business opportunities for EnronEGM and its Affiliates and such other Persons.  Subject to Section 8.7, Envera (i) acknowledges and agrees that the Affected Persons (as hereinafter defined) shall not be restricted or prohibited by the relationship between EnronEGM and Envera, or otherwise, from engaging in any business or business activity, regardless of whether such business or business activity is in direct or indirect competition with the business or activities of Envera and its Affiliates, on any basis other than actions that are inconsistent with the standards set forth in paragraph (b) hereof, (ii) acknowledges and agrees that, as long as their activities are conducted in accordance with the standards set forth in paragraph (b) hereof, the Affected Persons shall not have any obligation to offer Envera or any of its Affiliates any business opportunity, (iii) renounces any interest or expectancy in any business opportunity pursued by any Affected Person in accordance with the standards set forth in paragraph (b) hereof and (iv) waives any claim that any business opportunity pursued by any Affected Person constitutes a corporate opportunity of Envera or any of its Affiliates that should have been presented to Envera, unless such business opportunity was pursued in violation of the standards set forth in paragraph (b) hereof.
(b)	EnronEGM, any Affiliate of EnronEGM, any Designated Director or any other Person in which EnronEGM has an interest or of which a Designated Director is a director, officer or employee (collectively, the “Affected Persons”) shall be deemed to meet the standards set forth in this Section 9.14 if its business is conducted through the use of its own personnel and assets and not with the use of any personnel or assets of Envera including any information or Intellectual Property owed by Envera.  Without limiting the foregoing, such standards will be met with respect to a business opportunity only if (i) it is identified by or presented to personnel of an Affected Person and developed and pursued solely through the use of their personnel and assets (and not based on confidential information disclosed by or on behalf of Envera in or during the course of a Designated Director’s relationship with Envera), and (ii) it did not come to the attention of a Designated Director solely in, and as a direct result of, his or her capacity as a director of Envera, provided that (x) if such opportunity is separately identified by an Affected Person or separately presented to an Affected Person by a Person other than a Designated Director, such Affected Person shall be free to pursue such opportunity even if it also came to the Designated Director’s attention primarily as a result of and in his or her capacity as a director of Envera and (y) if such opportunity is presented to or identified by a Designated Director other than solely as a result of and in his or her capacity as a director of Envera, an Affected Person shall be free to pursue such opportunity even if it also came to the Designated Director’s attention as a result of and in his or her capacity as a director of Envera.  Nothing in this Agreement will allow a Designated Director to pursue a business opportunity solely for his or her personal benefit (as opposed to for the benefit of an Affected Person).
(c)	No termination of this Agreement will affect any obligation in this Agreement (including any renunciation of a business opportunity) relating to any activity that was conducted prior to the termination or relating to any business opportunity the pursuit of which was commenced prior to such termination.
(d)	For the purposes of this Section 9.14, a Designated Director cannot serve in a similar capacity as an officer or director of any other Person, other than EnronEGM or an EnronEGM Affiliate, which is a direct competitor of Envera.  EnronEGM agrees that any Designated Director is bound by Section 9.2 of this Agreement with respect to Envera’s Confidential Information.
9.15.	Limitation of Liability.  IN NO EVENT WILL ANY OF ENRON, ENVERA, OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVEREPRESENTATIVES, BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST REVENUES, LOST PROFITS, LOST BUSINESS OR OTHER LOST BENEFITS) IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR AS A RESULT OF OR ARISING OUT OF USING, ACCESSING, INSTALLING, MAINTAINING, MODIFYING, DEACTIVATING OR ATTEMPTING TO ACCESS ANY ENVERA SYSTEM, OR IN RESPECT OF ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH; AND EACH PARTY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES.

IN WITNESS WHEREOF, this Master Agreement has been executed by the parties hereto as of the day and year first above written.
ENVERA LLC					ENRON GLOBAL MARKETS LLC
By:  ______________________________		By:  ____________________________
	___________________________			____________________
	President and Chief Executive Officer	Vice President

By DealBench L.L.C., 
but solely to reflect its agreement of its undertakings under Section 8.3:
DEALBENCH L.L.C.
By:  ______________________________

By Enron Online LLC,
but solely to reflect its consent to provisions of Sections 8.2 and 8.4:
ENRON ONLINE LLC
By:  ______________________________

EXHIBIT H [Under review by counsel]
Matters to be covered in opinion of Envera counsel
1.	Envera is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Virginia.  Envera has full limited liability company power and authority and all governmental licenses, permits, authorizations, consents and approvals required to own its property and assets and to conduct its business as it is currently conducted, to execute and deliver the Subject InterestsInterest, the Agreement and the Ancillary Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby, including without limitation to own, hold, sell and transfer (pursuant to the Agreement) the Subject InterestsInterest.  
2.	The execution and delivery by Envera of the Agreement and the Ancillary Agreements to which it is a party, and the performance by Envera of its obligations thereunder, have been duly and validly authorized by the Board of Directors of Envera, no other limited liability company action on the part of Envera or its Members being necessary.  The Agreement and the Ancillary Agreements constitute the legal, valid and binding obligations of Envera, enforceable against Envera in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and except as the enforceability of the Agreement and the Ancillary Agreements is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing.
3.	To the best of our knowledge, Envera is qualified as a foreign limited liability company to do business and is in good standing in each jurisdiction in the United States in which the ownership of its property or the conduct of its business requires such qualification and where any statutory fines or penalties or any disability imposed for the failure to so qualify would materially and adversely affect Envera, its assets, financial condition or operations.
4.	The Subject InterestsInterest have been duly authorized and, upon delivery in accordance with the Agreement, will be validly issued, fully paid and nonassessable.
5.	The execution, delivery and performance by Envera of the Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated thereby did not and will not (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Operating Agreement, (b) conflict with or result in a violation or breach of any term or provision of any law, statute, rule or regulation, or of any other Law or Order known to us, applicable to Envera or any of their respective assets and properties (other than such conflicts, violations or breaches (i) which could not in the aggregate reasonably be expected to adversely affect the validity or enforceability of this Agreement or any of such Ancillary Agreements or to have aan Envera Material Adverse Effect or (ii) as would occur solely as a result of the identity or the legal or regulatory status of EnronEGM or any of its affiliates) or (c) (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require Envera to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to or (v) result in the creation or imposition of any lien upon Envera or any of their respective assets and properties under, any contract or license known to us to which Envera is a party or by which any of its respective assets and properties is bound and which, individually or in the aggregate with other such contracts and licenses, is material to the validity or enforceability of the Agreement or any of such Ancillary Agreements or to the business, financial condition or results of operations of Envera.
6.	No consent, approval or action of, filing with or notice to any Governmental Entity on the part of Envera is required in connection with (i) the execution, delivery and performance of the Agreement or the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated thereby, (ii) the offer, issuance, sale and delivery of the Subject InterestsInterest, and (iii) the other transactions to be consummated at Closing, except such filings as shall have been made prior to and shall be effective on and as of the Closing and such filings required to be made after the Closing under applicable federal and state securities laws, all as specified in Section 3.7 of Schedule __3.7 of the Agreement. 
7.	The outstanding Interests of Envera (immediately prior to the Closing) is set forth in Section 3.2 of Schedule __ of the Agreement.  All of the issued and outstanding Interests (a) have been duly authorized and validly issued and (b) were issued in compliance with all applicable federal and state securities laws.  Except for _____________, (i) no subscription, warrant, option, convertible security or other right to purchase or acquire any Interests of Envera is authorized or outstanding and no party has any preemptive rights, rights of first refusal or similar rights to acquire any such Interests, (ii) Envera has no obligation to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any Interests any evidences of indebtedness or assets of Envera, (iii) Envera has no obligation to purchase, redeem or otherwise acquire any Interest or to pay any dividend or make any other distribution in respect thereof, (iv) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Envera and (v) Envera has no obligation or commitment to do any of the foregoing.
8.	Except as disclosed in the Agreement and the Schedules thereto, there is no action, proceeding or investigation pending or, to the best of our knowledge, overtly threatened against Envera before any court or administrative agency that questions the validity of the Agreement or the Ancillary Agreements or that might have, either individually or in the aggregate, aan Envera Material Adverse Effect.
9.  Based in part upon the representations of the Purchaser contained in the Agreement, the offer and sale of the Subject InterestsInterest is exempt from the registration requirements of the Securities Act of 1933, as amended, subject to the timely filing of a Form D pursuant to Securities and Exchange Commission Regulation D.

TABLE OF CONTENTS
[to come]

SCHEDULES AND EXHIBITS
Schedule __		Exceptions to Representations 
Exhibit A		Subscription Agreement
Exhibit B		EOL Linking Agreement
Exhibit C		DealBench Linking Agreement
Exhibit D		Agreement of the Members’ Consent of Envera LLC
Exhibit E		Trading Membership AgreementExhibit F		Description of Subscription Levels and Benefits of the Envera Network Trading Member Agreement
Exhibit G		New Member Addendum to Operating Agreement
Exhibit H		Matters to be covered in Opinion of Envera Counsel
Exhibit I		
Exhibit J		Code of ConductSchedule __ to the MasterEnvera Non-Disclosure Agreement
Exceptions to Representations
[Envera needs to complete…]

Schedule 3.2		[to be provided by Envera]
Schedule 3.3		[to be provided by Envera]
Schedule 3.7		[to be provided by Envera]
Schedule 3.9		[to be provided by Envera]
Schedule 3.10		[to be provided by Envera]
Schedule 3.12		[to be provided by Envera]
Schedule 3.13		[to be provided by Envera]
Schedule 3.15		[to be provided by Envera]
Schedule 3.19		[to be provided by Envera]
Schedule 4.3		[to be provided by Envera]

MASTER AGREEMENT
dated as of
[December 31], 2000
by and among
Envera LLC
and
Enron Global Markets LLC