MASTER AGREEMENT
This Master Agreement (this “Agreement”), dated as of January 10,___, 2001, is entered into by 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 (“EGM”), and by DealBench L.L.C. and Enron OnlineEnronOnline LLC solely for the limited purposes described in Sections 8.3 and in Sections 8.2 and 8.4, respectively.
WHEREAS, Envera will sell and issue to EGM and EGM 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 a pro forma enterprise value of $33,700,000, inclusive of the consideration given for the Subject Interest; thus, the approximate value associated with the Subject Interest 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 Securities Exchange Act of 1934, as amended.
 “Ancillary Agreements” means the following agreements:  (i) the Subscription Agreement attached as Exhibit A, (ii) the EOLEnronOnline Linking Agreement attached as Exhibit B, (iii) the DealBench Linking Agreement attached as Exhibit C, (iv) the Agreement of the Members of Envera attached as Exhibit D, (v) the Envera Network Trading Member 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 the proprietary Worldwide Web-based electronic commerce platform facilitating online collaboration on transactions that has been developed and is owned and operated by DealBench.
“EGM Material Adverse Effect” means a material adverse effect on the business, assets or condition (financial or otherwise) or results of operations of EGM, 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” or “EOLEnronOnline” means Enron OnlineEnronOnline LLC, a Delaware limited liability company.
“EnronOnline” means the proprietary Worldwide Web-based electronic commerce platform that has been developed and is owned and operated by EOLbyEnronOnline.
“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 proprietary Worldwide Web-based global business-to-business network developed, owned 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, without investigation or inquiry.

“Member” or “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 Interest” means a 14.84% 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)
Code	3.12(i)
Commission	3.22
Confidential Information	9.2
Connected	8.1(a)
Designated Director	9.14(a)
EGM	Preamble
Envera	Preamble
Envera Network Member	8.2
ERISA	3.15
Financial Statements	3.9
GAAP	3.9
Governmental Entity	3.6
Intellectual Property	3.13(a) 
Law	3.6
Maximum Connection Cost	8.1(a)
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 Interest; Closing
2.1.	Sale of the Subject Interest.  In consideration of the undertakings of EGM under Article 8 of this Agreement, Envera will issue to EGM at the Closing the Subject Interest, 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 Interest under this Agreement shall take place at the offices of EGM on or before January 12,___, 2001, or at such other time, date and place as are mutually agreeable to Envera and EGM (the “Closing Date”).  
(b)	At the Closing, Envera shall deliver to EGM a New Member Addendum to the Operating Agreement in the form set forth in Exhibit G, evidencing the Subject Interest issued to EMG.  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 EGM 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 Agreement or the transactions contemplated herein or therein, unless EGM agrees on the text and timing of such public disclosure, such consent not to be unreasonably delayed or withheld; 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.  It is Envera’s intention to issue a press release announcing the transactions contemplated herein on or before five business days after the Closing, and EGM will review and comment on Envera’s form of press release consistent with such timing subject to the internal review and approval processes of Enron Corp., and EGM will not unreasonably withhold its consent to the issuance of such release.  EGM intends to make a press release concerning the transactions contemplated herein, subject to the internal review and approval processes of Enron Corp. and subject to Envera’s prior review and approval.  
ARTICLE III	
Representations of Envera
Envera hereby represents and warrants to EGM 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 Commonwealth 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 EGM 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 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 $22,775,000 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 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 Schedule 3.3, and other than the Operating Agreement and the Envera trading member agreements, subscription agreements, consulting services agreements and value-added service agreements between Envera and its Members which have been entered into in the normal course of business, there are no material written or oral agreements between Envera, on the one hand, and any Member or its affiliates, on the other hand.  
3.4.	Issuance of Subject Interest.  The issuance, sale and delivery of the Subject Interest in accordance with this Agreement have been duly authorized by all necessary company action on the part of Envera and its Members.  The Subject Interest when so issued, sold and delivered in accordance with the provisions of this Agreement, will be validly issued limited liability company interests, and will not be issued in violation of preemptive or other similar rights of any Member or third party.  Upon issuance the Subject Interest 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, (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 material 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, or (e) conflict with or violate any material 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; except in the case of clauses (b) and (d), for such matters as would not individually or in the aggregate have an Envera Material Adverse Effect.  
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 Interest, 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 Schedule 3.7.  Based in part on the representations made by EGM 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 Interest 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 Knowledge, threatened against Envera or its properties or employee benefit plans which would have an Envera Material Adverse Effect.
3.9.	Financial Statements.  Schedule 3.9 contains the unaudited balance sheet of Envera (the “Balance Sheet”) as of November 30, 2000 (the “Balance Sheet Date”) and the unaudited Statements of Profit and Loss and Cash Flows for the period from July 20, 2000, and 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, 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, do not reflect all accruals that would normally be made at the end of the current accounting period 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, (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 (iv) liabilities under any employee benefit plan or program which are disclosed under Schedule 3.10, other than liabilities which, individually or in the aggregate, could not reasonably be expected to have an Envera Material Adverse Effect.
(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 or licensed property, a valid leasehold or license 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, other than Permitted Encumbrances.  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 an Envera Material Adverse Effect.
3.12.	Taxes.
(a)	Except as set forth in Schedule 3.12, (i) all Tax Returns which were required to be filed by or with respect to Envera 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 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 Envera have been satisfied in full in all respects, (vi) there are no Encumbrances on any of the assets of Envera that arose in connection with any failure (or alleged failure) to pay any Tax, (vii) there is no claim against Envera 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 Envera, (viii) no claim has ever been made by an authority in a jurisdiction where Envera does not file Tax Returns that Envera 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 up to and through the periods ending on the dates thereof.
(c)	No payments are due or will become due by Envera pursuant to any Tax sharing or allocation agreement or arrangement or any Tax indemnification agreement except as set forth in Schedule 3.12.
(d)	Except as set forth in Schedule 3.12, to the Knowledge of Envera, Envera will not 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.  To the Knowledge of Envera, Envera will not 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 Schedule 3.12, Envera has not made any payments, is not obligated to make any payments, and is not 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)	To the Knowledge of Envera, except as disclosed on Schedule 3.12, Envera (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return, or (ii) has no 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 has properly and in a timely manner documented its 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)	Envera has not consented to have the provisions of section 341(f)(2) of the Code apply with respect to a sale of its Interests.
(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.  Substantially all of the employees 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, have assigned to Envera all of such employees’ 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 Knowledge, 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)	To 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)	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.  Except 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 Knowledge, there have been no acts or omissions by the officers, directors, members, 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.  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 current or former member, 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 Knowledge, 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 constitute a default or event of default that would have an Envera Material Adverse Effect and Envera has delivered to EGM or made available for EGM 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 Envera’s Knowledge, 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 an Envera Material Adverse Effect.  To Envera’s Knowledge, 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 an 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 an 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 executedexecute and delivereddeliver employee invention and nondisclosure agreements substantially 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 Knowledge, threatened.
3.19.	Benefits Plans.
(a)	Except as could not reasonably be expected to result in an Envera Material Adverse Effect, each plan and program disclosed in 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 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 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 Interest 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 an 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 EGM 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.  Except as disclosed on Schedule 3.25, there is no fact or circumstance known to Envera that has not been disclosed to EGM which, individually or in the aggregate, would reasonably be expected to have an Envera Material Adverse Effect.
(b)	The representations and warranties of Envera contained in the Ancillary Agreements are true and correct in all material respects.
ARTICLE IV	
Representations of EGM
EGM represents and warrants to Envera as follows:
4.1.	Organization and Standing.  EGM is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.  EGM 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 EGM Material Adverse Effect.  
4.2.	Authority.  EGM has full power and authority to enter into and to perform this Agreement and the Ancillary Agreements in accordance with their respective terms.  EGM has not been organized, reorganized or recapitalized specifically for the purpose of investing in Envera.  The execution, delivery and performance by EGM of this Agreement and the Ancillary Agreements, and the consummation by EGM of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action by EGM, including necessary member action.  This Agreement has been, and the Ancillary Agreements when executed at the Closing will be, duly executed and delivered by EGM and constitute valid and binding obligations of EGM enforceable against EGM 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.	Noncontravention.  The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their respective provisions by EGM will not (a) conflict with or violate any provision of the instruments of organization of EGM, (b) require on the part of EGM 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 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 material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which EGM is a party or by which EGM is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of EGM or (e) conflict with or violate any material Order or Law applicable to EGM or any of its properties or assets, except, in the case of clauses (b) and (d), for such matters as would not individually or in the aggregate, have an EGM 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 EGM 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 4.4. 
4.5.	Litigation.  There is no action, suit, proceeding, governmental inquiry or investigation, written claim or written demand pending, or to EGM’s Knowledge, threatened against EGM which would have a EGM Material Adverse Effect.
4.6.	Experience.  EGM has carefully reviewed the representations made by Envera in this Agreement; the officers of Envera have made available to EGM any and all written information which it has requested and have answered to EGM’s satisfaction all inquiries made by it; and EGM 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 EGM 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 EGM
The obligation of EGM to purchase the Subject Interest at the Closing is subject to the fulfillment, or the waiver by EGM, 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.  EGM shall have received an opinion from Envera’s counsel dated the Closing Date, addressed to EGM, and satisfactory in form and substance to EGM, in the form set forth in Exhibit H, subject to customary assumptions, limitations and qualifications.
5.4.	Ancillary Agreements.  
(a)	Envera shall have executed and delivered to EGM:
(i)	The EOLEnronOnline Linking Agreement attached as Exhibit B;
(ii)	The DealBench Linking Agreement attached as Exhibit C; 
(iii)	The Envera Network Trading Member Agreement attached as Exhibit E.
(iv)	The New Member Addendum attached hereto as Exhibit G.
(b)	Envera shall have delivered to EGM the Agreement of the Members of Envera LLC attached as Exhibit D, executed by each Member of Envera.
5.5.	Certificates and Documents.  Envera shall have delivered to EGM:
(a)	The 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 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.
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 Knowledge 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 an 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 EGM 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 EGM 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 EGM, and EGM 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 Interest to EGM under Section 2.2 of this Agreement are subject to fulfillment by EGM 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 EGM 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.  EGM shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by EGM prior to or at the Closing.
6.3.	Ancillary Agreements.  
(a)	EGM shall have delivered to Envera the EOLEnronOnline Linking Agreement attached as Exhibit B executed by EOLEnronOnline;
(b)	EGM shall have delivered to Envera the DealBench Linking Agreement attached as Exhibit C executed by DealBench; 
(c)	EGM shall have executed and delivered to Envera the Envera Network Trading Members 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)	EGM shall have executed and delivered the Subscription Agreement attached as Exhibit  A; 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 EGM 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.  EGM shall have delivered to Envera a certificate, executed by a Vice President of EGM, 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 EGM as it may reasonably request.
ARTICLE VII	
Affirmative Covenants of Envera
7.1.	Books 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 the requirements of the Operating Agreement and shall permit EGM 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, to the extent provided in the Operating Agreement, provided however, that EGM 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.  EGM 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 an 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.	Further Assurances.  Subject to the terms and conditions of this Agreement, Envera will use its commercially 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 EGM
8.1.	Connections to Envera Hub.
(a)	EGM agrees 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); provided, however, that in no event shall EGM be obligated to incur more than $750,000 (the “Maximum Connection Cost”) to become “Connected”, where such incurred costs are the amounts paid by EGM to Envera under the Envera Network Trading Member Agreement for services related to such “connection” (but specifically excluding the annual subscription fee of $500,000), expenses paid to third parties for products and/or services related to such “connection” and the costs associated with any internal resources of EGM or its Affiliates related to such “connection” (where the costs for such internal resources will be calculated based on an hourly rate of $250 per hour, rather than the internal rates charged to EGM).  In connection with becoming Connected, EGM 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.  For the purposes of this Section 8.1, “Connected” means when (i) any three of the seven XML transaction documents listed in Exhibit D of the Envera Network Trading Member Agreement have been mapped to EOLEGM’s internal systems for products traded by EGM’s petrochemical, natural gas liquids and plastics groups, and (ii) a test document for each of three documents established pursuant to (i) above has been successfully transmitted in accordance with test procedures established by Envera and EGM during the “assessment phase” under the Envera Network Trading Member Agreement.
(b)	When EGM becomes Connected to the Envera Network pursuant to Section 8.1(a), then as long as EGM is an Envera Network Member, EGM will make its connections to the Envera Network available to the “deal manager” (as determined by DealBench’s Site License Agreement) of an auction conducted on DealBench™ by an Envera Network Member if specifically requested by such “deal manager” to transmit the initial transaction information to Envera in an XML transaction format that is used by EGM, but only for products for which EGM’s petrochemical, natural gas liquids and plastics groups are Connected to the Envera Network.  The information to be transmitted to Envera pursuant to the foregoing must be given to EGM in electronic form by the “deal manager”, either directly or as otherwise directed by the “deal manager”, and must be in a format supported by EGM’s XML transaction connections with Envera.
8.2.	Enron OnlineEnronOnline Transactions.  Any member of the Envera Network (an “Envera Network Member”) who is a customer of EOLEnronOnline may submit to EGM an irrevocable offer to buy or sell any petrochemical, natural gas liquids, or plastics product that is then traded by EGM on EnronOnline, on the standard terms and conditions (including without limitation quantity, quality, shipping dates and payment terms) as are established for such products on EnronOnline™, at a price that is between the bid and ask prices then posted by EGM on EnronOnline™, with such offers being a binding commitment by such Envera Network Member to complete the proposed transaction on the same trading day (as trading days are determined by EGM).  EGM agrees to conditionally accept such offers, subject to the following requirements and limitations:
(a)	Current Envera Network Members (as of the Closing Date) may submit such offers made pursuant to this Section 8.2 on or before the first anniversary of the Closing Date, and not thereafter.  Any Envera Network Member who first becomes a member after the Closing Date but before December 31, 2001, shall have until the first anniversary of its membership agreement with Envera in which to submit such offers, but not thereafter.  Any Envera Network Member who first becomes a member after December 31, 2001, shall not be entitled to submit any offers to EGM under this Section 8.2.  All of EGM’s obligations under this Section 8.2 shall expire no later than December 31, 2002.
(b)	The irrevocable offer by the Envera Network Member must be placed as a limit order on EnronOnline™ and made irrevocable until the end of the trading day in writing (by facsimile or otherwise) or otherwise in accordance with the standard confirmation procedures of EGM.  In no event will EGM be liable for any failure to complete any limit order or trade.  
(c)	The Envera Network Member must be a registered user of EnronOnline™ and qualified to trade in the product that is the subject of the offer, all in accordance with the standard terms established by EGM or EnronOnline™.
(d)	EGM will accept or reject the offer on or before the close of the trading day and will communicate such acceptance or rejection to the Envera Network Member; if accepted the transaction will be completed through EnronOnline™ or otherwise.  EGM's acceptance or rejection may be based on EGM’s ability to reverse the trade with a third party or otherwise fully mitigate the risk created by the trade, and on such criteria as EGM applies to such trades generally, including without limitation its evaluation of the credit risk of such Envera Network Member based on EGM's standard credit policies then in effect.
(e)	Any trades of similar products by EGM shall be independent of the transaction offered by the Envera Network Member.  EGM's trades will be for its own account and in no event shall EGM trade for or on behalf of the Envera Network Member.
(f)	Neither EGM nor EOL will not charge the Envera Network Member any transaction fees with respect to such transaction and EGM will be responsible for any transaction fees charged by EnronOnline with respect to such transaction.
(g)	The aggregate number of transactions that EGM will be obligated to accept pursuant to this Section 8.2 shall not exceed one hundred (100) per Envera Network Member, and shall not exceed an aggregate of five thousand (5,000).
(h)	No offers shall be accepted by EGM under this Section 8.2 after December 31, 2002.
(i)	No transactions under this Section 8.2 will be executed if, in the sole good faith judgment of EOLEnronOnline or EGM, upon advice of its counsel, the result or effect of which may be that any of EGM, EOLEnronOnline, or EnronOnline™, their Affiliates or any of their respective businesses (i) could become subject to regulation under the Commodities Exchange Act, as amended; (ii) could become subject to regulation by the Commodities Futures Trading Commission; or (iii) could become subject to any regulatory proceeding, investigation, action, inquiry or review.
8.3.	DealBench Auctions.
(a)	DealBench will permit any Envera 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 (i) the Envera Network Member’s execution and delivery of a then standard DealBench Site License Agreement (but without any obligation to pay any license fees) covering each or both such auction(s), (ii) a maximum of 25 such auctions for all Envera Network Members, and (iii) the completion of all such auctions within 90 days of the execution and delivery of the DealBench Site License Agreement covering the first such auction (the “Initial Period”); provided, however, that if after the Initial Period, 25 such auctions have not been completed by Envera Network Members, then for an additional 90 day period beginning upon the expiration of the Initial Period (the “Secondary Period”), DealBench will permit any person who becomes a new Envera Network Member during the Secondary Period to conduct one product auction on DealBench™ at no charge (except for any third-party expenses incurred by DealBench in connection with such auction), subject to (i) the new Envera Network Member’s execution and delivery of a then standard DealBench Site License Agreement (but without any obligation to pay any license fees) covering such auction, (ii) a maximum number of such auctions for all new Envera Network Members equal to the difference between 25 and the number of auctions completed by Envera Network Members during the Initial Period, and (iii) the completion of all such new Envera Network Member auctions by the end of the Secondary Period.  Notwithstanding the foregoing, in no event shall DealBench be obligated to provide any auctions under this Section after December 31, 2001, and accordingly, the Initial Period and (if applicable) the Secondary Period shall expire on December 31, 2001, unless such periods have earlier expired.  
(b)	Until December 31, 2001, DealBench will permit each Envera Network Member to conduct product auctions on DealBench™ at discounted site license fees according to the following schedule:
Aggregate Transaction Value (See Note 1)
of auctions conducted on DealBench™ 
by an Envera Network Member during 
2001 and for which such Envera Network 
Member paid site license fees  (see Note 2):		Discount (see Note 3):

Up to US$25 million					None
US$25 million up to US$50 million			5%
US$50 million up to US$100 million			7.5%
US$100 million or more				10%
Note 1:  “Aggregate Transaction Value” means the aggregate dollar size of auction(s) conducted on DealBench™, which is the aggregate (i) maximum dollar amount the Envera Network Member as “deal manager” will pay to buy product in a reverse or procurement auction and (ii) minimum dollar amount the Envera Network Member as “deal manager” will accept in a sale of product in a forward or sales auction.
Note 2:  Paid site license fees will include non-discounted and discounted site license fees paid by the subject Envera Network Member.  No auctions for which an Envera Network Member has not paid a site license fee will be included in calculating Aggregate Transaction Value to determine any discount.
Note 3:  The discount is based upon a non-discounted site license fee of one percent of Aggregate Transaction Value.  Discounts under Section 8.3(b) will be determined only on an Envera Network Member-by-Member basis and not on an aggregate basis of all Envera Network Members’ use of DealBench™.  A then-standard DealBench Site License Agreement must cover each transaction conducted by any Envera Network Member on DealBench™.  Each such DealBench Site License Agreement covering an auction(s) being conducted during 2001 must set forth an Aggregate Transaction Value for the auction(s) covered thereby.
(c)	Notwithstanding any other provision of this Agreement, DealBench retains the right to reject any transaction for inclusion on DealBench™ in accordance with the DealBench Site License Agreement or DealBench policies or procedures in effect from time to time, and without limiting the generality of the foregoing, may reject any transaction or series of transactions if associated legal or regulatory requirements would prohibit such transaction(s) or would, in DealBench’s sole discretion, be unduly burdensome to comply with.
8.4.	Enron OnlineEnronOnline Content.  Subject to registration by Envera Network Members on EnronOnline’s service in accordance with EOLEnronOnline’s then current policies and practices, such members will have access to various industry specific content displayed on EnronOnline from time to time, some of which is delivered in real-time.  EOLEnronOnline will have discretion as to the particular content made available to Enron OnlineEnronOnline’s participants and will make available the same content to Envera Network Members as is made available to comparable Enron OnlineEnronOnline participants.  
8.5.	Utility Outsourcing Services.  EGM will use its best efforts to promote and facilitate the participation of the Envera Network Members in utility outsourcing services offered by Affiliates of EGM, by ensuring high-level points of contact for such members and coordinating the introduction of the members to such EGM Affiliate for such services.  The terms and conditions of these services and products will be negotiated independently by the applicable Envera Network Member and the EGM Affiliate.
8.6.	Product Seminars.  EGM will provide two seminars, each for approximately 30 individuals designated by Envera, on core areas of EGM’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 EGM after consultation with Envera, but in EGM’s sole discretion.  In no event shall EGM be obligated to disclose any of EGM’s proprietary information.
8.7.	Joint Marketing Activities.  For as long as EGM or an Affiliate of EGM is an Member of Envera: 
(a)	Each of EGM 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 EGM.  Such joint activities may include trade shows, advertising, strategy meetings between EGM and Envera, meetings with Envera and EnronOnline members, and visits to potential participants.
(b)	EGM will permit Envera to refer to EGM as a trading and equity 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.
(c)	Subject to appropriate confidentiality restrictions and applicable law, EGM and Envera may share market information (none of which shall be proprietary information of either Envera or EGM).
(d)	EGM will designate Envera as a “preferred B4B e-business network” for certain EGM petrochemical, natural gas liquids and plastics transactions with Envera members, where EGM 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.
(e)	EGM agrees to provide a contextual reference to Envera on the “home page” of EGM’s website that covers petrochemicals, natural gas liquids and plastics if and to the extent that EGM maintains such a “home page”.  Such contextual reference will not include an active hyperlink to Envera’s website.  All references to Envera must be approved in advance by Envera.  EGM has the sole discretion regarding the placement, size, and extent of the contextual reference to Envera, and EGM may change the placement, size and contextual reference from time to time.  EGM makes no representation or warranty regarding the availability of its website nor that it will maintain a separate “home page”.
(f)	Envera hereby grants DealBench the right to authorize any of its customers who are designated by DealBench as the “deal manager” to refer to Envera (and its services) on the “auction page” established by DealBench in connection with any auction conducted for the benefit of such “deal manager”.
8.8.	Restricted Transactions.  For a period of six months from the Closing Date, EGM 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 EGM has with Envera as set forth in this Agreement and the Ancillary Agreements; provided, however, the foregoing restriction applies only to EGM; for the avoidance of doubt, it does shall not apply to Enron Corp., EOLEnronOnline or DealBench or their respective Affiliates (other than EGM); and provided further, the foregoing limitation shall not prohibit EGM from entering any agreement with any company that acquires any of the foregoing companies.
8.9.	Quarterly Report by EGM.  Each fiscal quarter, EGM will provide Envera with an estimate of aggregate savings realized or expected to be realized by Envera Network Members through offers made available to such members pursuant to Sections 8.1 through 8.6, provided that EGM may decline to provide such information, or may report aggregate figures in another manner, if it determines that the release of this information may lead to the identification of individual Envera Network Members and their transactions.  EGM will also release to Envera information regarding savings realized or expected to be realized by an individual Member if EGM receives a written consent from such Member specifically approving such release by EGM.  EGM will make these estimates in good faith and will provide a reasonably detailed explanation of how the estimated savings have been calculated; provided, however, 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 Envera Network Member.  In no event shall EGM be liable to Envera, any Member, any Envera Network Member or any of their respective affiliates or agents, in connection with the provision of any such reports or information contained therein, and Envera hereby releases EGM from any liability arising out of or related to such reports or information.  If and to the extent Envera discloses any of such information to a Member, it shall do so with an express statement that is consistent with disclaimers containing in the preceding two sentences.
8.10.	Compliance with Law.  EGM 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 an EGM Material Adverse Effect.  
8.11.	Further Assurances.  Subject to the terms and conditions of this Agreement, EGM will use its commercially 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.  EGM 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 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 EGM hereunder, may be assigned by EGM, subject to the limitations expressed herein, to any person or entity to which the Subject Interest is transferred by EGM in accordance with the terms and conditions of the Operating Agreement; provided that the EGM provides written notice of such assignment to Envera.  Envera may not assign its rights under this Agreement.
9.2.	Confidentiality.  EGM 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 EGM may obtain from Envera pursuant to financial statements, reports and other materials submitted by Envera to EGM pursuant to this Agreement, or pursuant to visitation or inspection rights granted hereunder (“Confidential Information”), unless such Confidential Information was known by EGM prior to disclosure by Envera to EGM, or until such Confidential Information becomes known, to the public (other than as a result of a breach of this Section 10.2 by EGM); provided, however, that EGM 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 EGM as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 10.2, (iii) to any affiliate or member of EGM or to a stockholder or subsidiary of EGM 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 EGM 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 EGM’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 EGM’s relationship to Envera or its affiliates or the transactions contemplated by this Agreement, provided that in all cases EGM 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.  Envera’s representations and warranties set forth in Sections 3.2, 3.5, 3.11 and the first sentence of Section 3.13(a) shall survive the execution and delivery of this Agreement and the Closing until 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 EGM, at 
1400 Smith Street
Houston, Texas 77002
Attention:  Vice President
Telephone:  (713) 853-7924
Facsimile:  (713) 750-5124
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 EGM.  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.
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 EGM and its Affiliates, including any person(s) nominated by EGM 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 EGM 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 EGM 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)	EGM, any Affiliate of EGM, any Designated Director or any other Person in which EGM 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 EGM or an EGM Affiliate, which is a direct competitor of Envera.  EGM 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 REPRESENTATIVES, 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.
9.16.	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, 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:  						
Name: 							Name: 						
Title: 							Title: 						

By DealBench L.L.C., 
but solely to reflect its agreement of its undertakings under Section 8.3:
DEALBENCH L.L.C.
By: Enron Net Works, L.L.C., 
its sole member

By: ________________________________
	Name: 						
	Title: 						

By Enron OnlineEnronOnline LLC,
but solely to reflect its consent to provisions of Sections 8.2 and 8.4:
ENRON ONLINEENRONONLINE LLC
By:					, 
its sole member

By: ________________________________
	Name: 						
	Title: 						

TABLE OF CONTENTS
ARTICLE I Definitions	1
1.1.	Definitions	1
1.2.	Operating Agreement	2
1.3.	Cross References	3
1.4.	Rules of Construction	3
ARTICLE II Sale of Subject Interest; Closing	4
2.1.	Sale of the Subject Interest	4
2.2.	The Closing.	4
2.3.	Public Announcement	4
ARTICLE III Representations of Envera	5
3.1.	Organization and Standing	5
3.2.	Capitalization	5
3.3.	Subsidiaries, Transactions With Members.	6
3.4.	Issuance of Subject Interest	6
3.5.	Authority	6
3.6.	Noncontravention	6
3.7.	Governmental Consents	7
3.8.	Litigation	7
3.9.	Financial Statements	7
3.10.	Absence of Undisclosed Liabilities; No Default.	7
3.11.	Title to Property and Assets	8
3.12.	Taxes.	8
3.13.	Intellectual Property.	9
3.14.	Insurance	10
3.15.	Material Contracts and Obligations	10
3.16.	Compliance	11
3.17.	Absence of Changes	11
3.18.	Employees	12
3.19.	Benefits Plans.	12
3.20.	Books and Records	13
3.21.	U.S. Real Property Holding Corporation	13
3.22.	Registration Rights	13
3.23.	Investment Company Act	13
3.24.	Licenses and Permits	13
3.25.	Transaction Information.	13
ARTICLE IV Representations of EGM	14
4.1.	Organization and Standing	14
4.2.	Authority	14
4.3.	Noncontravention	14
4.4.	Governmental Consents	15
4.5.	Litigation	15
4.6.	Experience	15
ARTICLE V Conditions to the Obligations of EGM	15
5.1.	Accuracy of Representations and Warranties	15
5.2.	Performance	15
5.3.	Opinion of Counsel	15
5.4.	Ancillary Agreements.	15
5.5.	Certificates and Documents	16
5.6.	Orders and Laws	16
5.7.	Consents and Approvals	16
5.8.	Compliance Certificates	16
5.9.	Other Matters	17
ARTICLE VI Conditions to the Obligations of Envera	17
6.1.	Accuracy of Representations and Warranties	17
6.2.	Performance	17
6.3.	Ancillary Agreements.	17
6.4.	Orders and Laws	17
6.5.	Consents and Approvals	17
6.6.	Compliance Certificates	18
6.7.	Other Matters	18
ARTICLE VII Affirmative Covenants of Envera	18
7.1.	Books and Records; Inspection	18
7.2.	Financial Statements and Other Information	18
7.3.	No Integration	18
7.4.	Existence	18
7.5.	Compliance with Law	18
7.6.	Termination of Covenants	19
7.7.	Further Assurances	19
ARTICLE VIII Covenants by EGM	19
8.1.	Connections to Envera Hub.	19
8.2.	Enron Online Transactions	20
8.3.	DealBench Auctions.	21
8.4.	Enron Online Content	23
8.5.	Utility Outsourcing Services	23
8.6.	Product Seminars	23
8.7.	Joint Marketing Activities	23
8.8.	Restricted Transactions	24
8.9.	Quarterly Report by EGM	24
8.10.	Compliance with Law	24
8.11.	Further Assurances	25
ARTICLE IX Other Provisions	25
9.1.	Successors and Assigns	25
9.2.	Confidentiality	25
9.3.	Survival of Representations and Warranties	26
9.4.	Brokers	26
9.5.	Severability	26
9.6.	Specific Performance	26
9.7.	Governing Law	26
9.8.	Notices	26
9.9.	Entire Agreement	27
9.10.	Amendments and Waivers	27
9.11.	Counterparts; Facsimile Signatures	27
9.12.	Section Headings	28
9.13.	Expenses	28
9.14.	Business Opportunity Agreement.	28
9.15.	Limitation of Liability	29
9.16.	Counterparts	29

SCHEDULES AND EXHIBITS
Exhibit A		Subscription Agreement
Exhibit B		EOLEnronOnline Linking Agreement
Exhibit C		DealBench Linking Agreement
Exhibit D		Agreement of the Members of Envera LLC
Exhibit E		Envera Network Trading Member Agreement
Exhibit G		New Member Addendum to Operating Agreement
Exhibit H		Form of Opinion of Envera Counsel
Exhibit I		Envera Non-Disclosure Agreement

SCHEDULES TO MASTER AGREEMENT

3.2	List of Outstanding Interests
3.3	Agreements with Members
3.7	Governmental Filings
3.9	Envera Financial Statements
3.10	Employee Benefit Plan Liabilities
3.12	Taxes
3.13	Royalties
3.15	Material Contracts and Obligations
3.19	Employee Benefit Plans
3.25	Other Transaction Information
4.3	Governmental Filings

MASTER AGREEMENT
dated as of
January 10, 2001
by and between
Envera LLC
and
Enron Global Markets LLC

Signed for limited purpose by 
Enron OnlineEnronOnline LLC
and
DealBench L.L.C.