ENRONONLINE LLCEGM LINKING AGREEMENT

	This Linking Agreement (this "Agreement") is made and entered into as of January ___, 2001 (the "Effective Date") by and between EnronOnlineEnron Global Markets LLC ("EnronOnlineEGM"), a Delaware limited liability company, and Envera LLC ("Envera"), a Virginia limited liability company (individually a "party" and collectively, the "parties").

RECITALS

	A.	EnronOnlineEGM has developed, owns and operates EnronOnline™, a proprietary Worldwide Web-based electronic commerce platform facilitating collaboration on transactions on the Internet at the web sitehome page located at uniform resource locater (“URL”): http://www.enrononline.com[__________], and any replacement or successor URL (the "EnronOnline Web SiteEGM Home Page").

	B. 	Envera is the provider of the “Envera Network,” an Internet and software-based infrastructure providing a secure electronic medium for facilitating business-to-business transactions with customers, suppliers, service providers, and other exchanges and hubs, which Envera promotes on the Internet through its web site located at URL: http://www.envera.com and any replacement or successor URL (the "Envera Web Site").

	C.	Envera desires to promote the EnronOnline Web SiteEGM Home Page through a link upon the terms and subject to the conditions of this Agreement.

AGREEMENT

	In consideration of the obligations set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	Definitions.  Capitalized terms used in this Agreement shall have the meanings given below:

	(a)	“EnronOnlineEGM LoginHome Page” shall mean the first page of the EnronOnlineEGM Website which is displayed when accessing the URL:  http://www.enrononline.com[___________], or any other page designated by EnronOnlineEGM.

	(ab)	“EnveraEnronOnline™ HomeLogin Page” shall mean the first page of the Envera WebsiteEnronOnline™ Web Site which is displayed when accessing the URL:  http://www.enveraenronline.com, or any other page designated by EGM.  

	(c)	“Envera Home Page” shall mean the first page of the Envera Website which is displayed when accessing the URL:  http://www.envera.com.

	(b(d)	“Link” shall mean a hypertext or logo link which, when clicked upon, permits a user to go from one party's web site to another.

2.	Linking.

	(a)	Link to EnronOnline Web SiteEGM Home Page.  Subject to the terms and conditions of this Agreement, EnronOnlineEGM hereby grants to Envera a limited, personal, revocable, non-exclusive license to establish and maintain a Link on the Envera Home Page to the EnronOnlineEGM LoginHome Page for the term of this Agreement; provided, however, that (i) all matters related to the Link including placement, size, proximity, and make up of other links on the same page, and any references to EnronOnline or EnronOnline™EGM on the Envera Web Site, and any communications or materials not prepared by EnronOnlineEGM concerning or referring to EnronOnline or EnronOnline™EGM shall be subject to prior written approval by EnronOnlineEGM; and (ii) in establishing and maintaining the Link, Envera shall comply with all specifications and technical requirements relating to the Link and/or the EnronOnlineEGM LoginHome Page, as established by EnronOnlineEGM from time to time.

	(b)	Prohibition of Deep Linking and Framing.  Envera shall not (i) establish or maintain a Link to any page of the EnronOnline Web Sitewebsites of Enron Corp. or its Affiliates, other than the EnronOnlineEGM LoginHome Page or as permitted pursuant to Section 2(d) below; or (ii) frame any part of the EnronOnline Web SiteEGM Home Page by segmenting the browser and displaying any EnronOnlineEGM page in a separate window or screen, or otherwise; or (iii) monitor, review or collect any data or information from, or received by, a user who has clicked on the Link on the EnronOnline WebsiteEGM Home Page, by screen scraping or otherwise.

	(c)	Use of EnronOnline Web SiteEGM Home Page.  The parties agree that (i) any use of the EnronOnline™EGM services accessed via the Link on the Envera Home Page shall be subject to EnronOnlineEGM’s standard procedures and processes.  Ownership, (ii) ownership of data and information that EnronOnlineEGM collects from individuals who access the EnronOnline Web SiteEGM Home Page through thea Link shall be determined by agreement between EnronOnline andEGM the individuals; and (iiiii) Ownershipownership of data and information that Envera collects from Envera member transactions transmitted through the Envera Network shall be determined by agreement between Envera and Envera users.

	(d)	Link to the EnronOnline™ Login Page.  Envera will not establish a Link on the Envera Home Page to any website maintained by any Affiliate of EGM other than to the EnronOnline Login Page; and any Link to the EnronOnline Login Page shall be subject to the following restrictions: (i) No Link will be made without EGM’s advance approval, which approval will not be unreasonably withheld or delayed; and (ii) any Link established by Envera to the EnronOnline Login Page shall be subject to the same restrictions set for in Section 2(b) and (c) above.

3.	Trademarks.

	(a)	EnronOnlineEGM Trademark License.  Subject to the terms and conditions of this Agreement, EnronOnlineEGM hereby grants to Envera a limited personal, revocable, non-exclusive license to use thesuch EnronOnlineEGM trademarks identifiedas may be set forth in Exhibit A from time to time (the "EnronOnlineEGM Marks") on the Envera Web Site solely for purposes of establishing and maintaining the Link to the EGM Home Page described in Section 2.  All other uses of the EnronOnlineEGM Marks are strictly prohibited.  If Envera desires to use any EnronOnlineEGM Marks other than as expressly permitted in this Agreement, Envera shall, in each instance, obtain EnronOnlineEGM's prior written approval for such use.

	(b)	License Usage Standards.  All uses of the EnronOnlineEGM Marks by Envera shall be in accordance with proper trademark practice and usage and shall be in accordance with the quality control standards that EnronOnlineEGM may establish from time to time.  In this connection, EnronOnlineEGM shall, during the term of this Agreement, have access to the Envera Home Page, in order to monitor and review Envera’s use of the EnronOnlineEGM Marks, to ensure compliance with the terms of this Agreement.

	(c)	Reservation of Rights in Marks.  EnronOnlineEGM retains all rights in the EnronOnlineEGM Marks not expressly granted to Envera in this Agreement. Envera acknowledges and agrees that (i) the EnronOnlineEGM Marks are and shall remain the sole property of EnronOnlineEGM; (ii) nothing in this Agreement shall convey to Envera any right of ownership in the EnronOnlineEGM Marks and (iii) Envera shall not now nor in the future contest the validity of the EnronOnlineEGM Marks.

(d)	Business Practices.  

(i)	Envera shall not in any manner take any action that would disparage the EnronOnlineEGM Marks or impair the value of, or goodwill associated with, the EnronOnlineEGM Marks;

(ii)	Envera shall conduct its business in a manner that reflects favorably at all times on the good name, goodwill and reputation of EnronOnlineEGM;

(iii)	Envera shall avoid deceptive, misleading or unethical practices that are detrimental to EnronOnlineEGM or EnronOnlineEGM’s customers;

(iv)	Envera shall not publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising or promotional materials; and

(v)	Envera shall take such steps as are reasonably necessary to ensure that neither it, nor any person under its control, takes or causes to be taken any action that brings EnronOnlineEGM or the EnronOnlineEGM Marks into disrepute.
 
	(e)	Retention of Intellectual Property Rights.  Except as expressly licensed under this Agreement, EnronOnlineEGM and its affiliates shall retain all right, title, and interest, in and to its web sitethe EGM Home Page and EnronOnline™ Web Site, and the trademarks, copyrights, patents, trade secrets, and other intellectual property rights related to EGM or the EnronOnline™ Web Site.

	(f)	Goodwill; Derivations.  Envera acknowledges the goodwill associated with the EnronOnlineEGM Marks, and agrees that all goodwill, including any increase in the value of the EnronOnlineEGM Marks as a result of Envera’s use of the EnronOnlineEGM Marks pursuant to this Agreement, will inure solely to EnronOnlineEGM's benefit.  Envera will not claim any title or any proprietary right to the EnronOnlineEGM Marks or in any derivation, adaptation, or variation of the EnronOnlineEGM Marks (or in any goodwill associated with any derivation, adaptation or variation).

	(g)	No Registration.  Envera shall not, either during the Term (as defined in Section 6) or following the expiration or termination of this Agreement, attempt to register or assert any ownership in any of the EnronOnlineEGM Marks, either alone or in combination with other marks or indicia, nor shall Envera attempt to register any mark, domain name, trade name, material in which EnronOnlineEGM owns copyrights, or other intellectual property right, that is a derivation, adaptation, or variation of any EnronOnlineEGM Mark, or that is likely to be confused with any EnronOnlineEGM Mark.

4.	Infringement. 

 (a) 	EnronOnlineEGM makes no representations and extends no warranties, either express or implied, that the EnronOnlineEGM Marks are or will be free from infringement of the rights of third parties in and to their names and marks, either in the United States or any foreign country, nor that EnronOnlineEGM will take steps to stop third parties from using names and Marks confusingly similar to the EnronOnlineEGM Marks.  However, in the event the use of the EnronOnlineEGM Marks by Envera allegedly infringes the dominant rights of some third party in the United States in and to its name and mark, EnronOnlineEGM shall take commercially reasonable efforts to adopt new marks or modify the existing marks to avoid such infringement problems, and in such case the new marks or modified marks shall be owned by EnronOnlineEGM and licensed to Envera under the terms of this Agreement.  

(b)	In the event that a third party is using a name or mark likely to cause confusion with the EnronOnlineEGM Marks and is infringing upon such EnronOnlineEGM Marks and Envera wishes that steps be taken to prevent such infringing use, Envera may notify EnronOnlineEGM in writing and request that EnronOnlineEGM take steps to abate such alleged infringing use.  In the event EnronOnlineEGM elects to initiate and conduct infringement litigation at its sole expense, EnronOnlineEGM shall control such litigation and shall be entitled to all recovery from the defendant which may be realized from such action.  In no event shall Envera have any right to prevent such infringing use.

(c)	In addition to the foregoing, EnronOnlineEGM will defend at its own expense, indemnify and hold harmless Envera from and against any and all liabilities, damages, losses, costs and expenses of any kind (including reasonable attorneys’ fees and costs), to the extent arising out of or resulting from any claim brought against Envera by any third party based on an allegation that the EnronOnlineEGM Marks used as permitted under this Agreement infringe any trademark rights of any third party (an “Infringement Claim”), provided that:  (i) Envera notifies EnronOnlineEGM promptly (in any event no later than five days from notice) in writing of the Infringement Claim; (ii) EnronOnlineEGM has sole control of the defense and all related settlement negotiations and (iii) Envera provides EnronOnlineEGM with assistance, information and authority necessary to perform the above.  If any settlement requires any obligation or ongoing liability of Envera other than the payment of money for which Envera will be indemnified hereunder, then such settlement shall require Envera’s written consent, which shall not be unreasonably withheld or delayed.  The parties acknowledge and agree that any final judgment entered against Envera on an Infringement Claim by a third party, or any amounts required to be paid in settlement of any Infringement Claim by a third party, shall be deemed direct damages of Envera.  The foregoing notwithstanding, EnronOnlineEGM shall have no liability for any Infringement Claim based upon any use of the EnronOnlineEGM Marks not expressly authorized under this Agreement.

5.	Disclaimers; Limitation of Liability.

	(a)	No Warranty.  EnronOnlineEGM makes no representations or warranties regarding access to the EGM Home Page, EGM Home Page, EnronOnline™ LoginHome Page or the EnronOnline Website™ Web Site;   such access is provided “as is” and may be interrupted from time to time.  EnronOnlineEGM specifically disclaims all warranties, express or implied, including without limitation, the warranties of merchantability, title, non-infringement, non-interference, or fitness for a particular purpose with regard to (i) the EGM Home Page and EnronOnline ™  Web Site and information and services provided thereunder, and (ii) the EnronOnlineEGM Marks.

	(b)	Limitation on Consequential Damages. In no event shall either party be liable to the other for any indirect, special, incidental, punitive, or consequential damages, including, but not limited to, loss of profits, loss of data, loss of business or other loss arising out or resulting from this Agreement, even if either party has been advised of the possibility of such damages.  The foregoing shall apply regardless of the negligence or other fault of either party and regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability.  

(c)	Limitation on Liability.  The aggregate liability of either party arising with respect to this Agreement will not exceed the amount of $10,000, except that the limitation set forth in this paragraph (c) shall not apply (i) to the extent that Envera is liable for violating a provision of Sections 2 or 3 and (ii) to the extent that EnronOnlineEGM is required to indemnify Envera pursuant to Section 4(c).

6.	Term and Termination.

	(a)	Term.  The term of this Agreement shall commence upon the Effective Date and shall continue for one year (the "Term").  Thereafter, this Agreement shall automatically renew for successive terms of one year each unless either of the parties provides written notice to the other of intent not to renew at least thirty (30) days prior to the end of the term or then-current renewal term.

	(b)	Termination for Convenience.   Either party shall have the right to terminate this Agreement, with or without cause, at any time, immediately upon written notice to the other party. 

	(c)	Termination for Regulatory Reasons.  EnronOnlineEGM shall have the right to terminate this Agreement in writing immediately if EnronOnlineEGM determines in its sole discretion that the linking relationship established by this Agreement is prohibited by applicable law, rule or regulation, or that compliance with applicable law, rule or regulation would be in EnronOnlineEGM’s sole discretion, excessively burdensome to EnronOnlineEGM.

	(d)	Termination for Breach.  If either party is in default of any provision of this Agreement, the non-breaching party may give written notice to the breaching party of the default.  If such default is not cured within ten (10) days of receipt of written notice, the non-breaching party shall have the right to terminate this Agreement immediately upon giving written notice of termination to the breaching party.  Additionally, if EnronOnlineEGM is the non-breaching party, EnronOnlineEGM shall have the right to suspend immediately (without regard to the cure period) the license granted under Sections 2 and 3 until such time as the default is cured to EnronOnlineEGM’s reasonable satisfaction or EnronOnlineEGM terminates this Agreement under this Section 6(d) or otherwise.  

	(e)	Termination for Insolvency.   Either party shall have the right to terminate this Agreement in writing immediately if the other party (i) voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) admits in writing its inability to pay its debts as they become due.

	(f)	Effect of Termination.  Upon termination or expiration of this Agreement for any reason, all licenses granted to Envera shall automatically terminate, and Envera shall immediately cease all use of EnronOnlineEGM Marks and shall remove the Link from the Envera Home Page to the EGM Home Page and the EnronOnline™ LoginHome Page.

	(g)	Survival.  The rights and obligations under Sections 3(c),  3(e), 3(f), 3(g), 4(c) (to the extent the infringement claim accrued prior to termination), 5, 6(f) and 7 shall survive after the expiration or termination of this Agreement.

7.	General.

	(a)	Assignment.  Neither party may sell, assign, transfer or otherwise convey any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, except that a party's rights hereunder may be transferred to a successor of all or substantially all of the business and assets of the party (no matter how the transaction or series of related transactions is structured).

	(b)	Entire Agreement; Amendments.  This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter of this Agreement and supersedes all previous representations, agreements, and understandings (whether written or oral) concerning the subject matter hereof.  This Agreement may not be amended or supplemented except by a written document executed by the parties to this Agreement.

	(c)	Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, but without giving effect to its laws or rules relating to conflicts of laws.

	(d)	Equitable Relief.  Envera acknowledges that any actual or threatened breach of Sections 2(a), 2(b), 2(c) or 3 will constitute immediate, irreparable harm to EnronOnlineEGM for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach without necessity of posting bond or security, which necessity is hereby expressly waived by Envera.

	(d)	Notice.  All notices, statements, and reports required or permitted by this Agreement shall be in writing and deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S.  mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means specified in this section; or (iii) when delivered if delivered personally or sent by express courier service.  Notices shall be addressed as follows:

For EnronOnlineEGM:
	For Envera:	
1400 Smith Street 
Houston, TX 77002	200 South 3rd Street
Richmond, VA  23219	
Fax No:  	Fax:  804/788-5510	
Attn:  Andy Zipper, Vice President	Attn: Chief Executive Officer	
With a copy to:  Donna Lowry, Compliance		

Either party may change its address for the purpose of this paragraph by notice given pursuant to this paragraph.

	(e)	Force Majeure.  Neither party hereto shall be in default hereunder by reason of its delay in the performance or failure to perform any of its obligations hereunder for any event, circumstance, or cause beyond its control such as, but not limited to, acts of God, strikes, lock-outs, general governmental orders or restrictions, war, threat of war, hostilities, revolution, riots, epidemics, power shortages, fire, earthquake, or flood.  The party affected by any such event shall notify the other party within a maximum period of ten (10) days from its occurrence.  The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.

	(f)	Severability.  The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

	(g)	Headings.  The headings of the sections and several paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

	(h)	Waiver.  The waiver of a default hereunder by one party may be effected only by a written acknowledgment signed by the other party and shall not constitute a waiver of any other default.  The failure of either party to enforce any right or remedy for any one default shall not be deemed a waiver of said right or remedy even if the party persists in such default or commits any other default, nor shall such failure in any way affect the validity of this Agreement or any part hereof.

	(i)	Independent Parties.  Nothing in this Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind or create a fiduciary or similar relationship among the parties; and the rights and obligations of the parties shall be limited to those expressly set forth herein.

	(j)	Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement binding on the parties hereto.  

	IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.

EnronOnlineEnron Global Markets LLC		Envera LLC	

By: _____________________________		By: _____________________________	
Name: Andy Zipper__________________________		Name: __________________________	
Title:  Vice President___________________________		Title: ____________________________	
Date: ____________________________		Date: ___________________________	

EXHIBIT A
EnronOnlineEGM Trademarks

As of the Effective Date of the Agreement, EGM does not have any Marks; however it is in the process of creating and filing for trademark protection on certain Marks for use on the EGM Home Page.  When those Marks become available, EGM will notify Envera of such Marks and this Exhibit A will be updated to include those specfic marks.  

       Trademark	
EnronOnline	
EnronOnline.com