Envera LLC
Subscription Documents

	The Interests offered hereby are speculative and involve a high degree of risk. 

	The Interests offered hereby have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Subscription Booklet.  Any representation to the contrary is a criminal offense.

	The Interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws pursuant to registration or exemption therefrom.  Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

	This Subscription Booklet does not purport to be all-inclusive or to contain all of the information that a prospective investor may desire in investigating Envera LLC (the “Company”).  Each investor must conduct and rely on its own evaluation of the Company and the terms of the offering of Interests by the Company (the “Offering”), including the merits and risks involved, in making an investment decision with respect to the Interests. 

	This Subscription Booklet may includes certain projections of the Company with respect to the anticipated future performance of the Company.  Any such projections are based upon various assumptions by management that may not prove to be correct.  Such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company, and upon assumptions with respect to future business decisions that are subject to change.  Accordingly, there can be no assurance that actual results will meet the projections, and actual results will vary perhaps materially from the projections.  The inclusion of the projections should not be regarded as a representation that the projected results will be achieved.

	The information included herein is proprietary to the Company.  By accepting delivery of this Subscription Booklet and any other information submitted in conjunction therewith, the recipient agrees not to release it or permit its duplication and to return it and any other information submitted in conjunction therewith to the Company in the event the recipient does not purchase any Interests.

	The Interests offered hereby have not been registered under the Securities Act, or the securities laws of any state and will be offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws.  The Interests may not be transferred or resold in the absence of an effective registration statement under the Securities Act and applicable state securities laws or an opinion of counsel that an exemption from such registration is available.

	This Offering can be withdrawn at any time before subscriptions are accepted and is specifically made subject to the terms described in this Subscription Booklet.  The Company reserves the right to reject any subscription in whole or in part or to allot to any prospective investor less than the number of Interests subscribed for by such investor.  

	Neither the delivery of this Subscription Booklet nor any sale made hereunder shall, in any circumstances, create any implication that information herein is correct as of any time subsequent to the date hereof.

	There is no public market for the Interests offered hereby, nor will any market develop as a result of this offering.  Offerees should proceed only on the assumption that they will have to bear the economic risk of an investment in the Interests for an indefinite period of time.

	This Subscription Booklet does not constitute an offer to sell or a solicitation of an offer to buy the Interests in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction, nor does it constitute such an offer or solicitation to any person other than the person named on the cover page hereof as the recipient of this numbered Subscription Booklet.

	No general solicitation will be conducted and no offering literature or advertising in whatever form will or may be employed in the offering of the Interests offered hereby, except for this Subscription Booklet (including amendments and supplements to this Subscription Booklet) and the documents summarized herein.

	Prospective investors are not to construe the contents of this Subscription Booklet as investment, tax or legal advice.  In addition, certain aspects of the Company’s business and the description thereof in this Subscription Booklet are highly technical.  Consequently, this Subscription Booklet and the exhibits hereto, as well as the nature of the investment, should be reviewed by each prospective investor’s investment, tax, computer science, accounting, legal and other advisors.

	No person is authorized to give any information or to make any representation not contained in this Subscription Booklet or in the exhibits hereto, and, if given or made, such other information or representation must not be relied upon.

	Any investor may ask questions and receive answers concerning the terms and conditions of this Offering or request additional information to verify the information contained herein by calling Robert Mooney at the Company at 1-888-368-3721 during normal business hours or by writing to Robert Mooney at the Company, 200 South Third Street, Richmond, Virginia 23219.   Robert Mooney may also be contacted by electronic mail at bmooney@envera.com.

For California Residents Only:

	The sale of the Interests which are the subject of this Subscription Booklet has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such Interests or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful, unless the sale of Interests is exempt from qualification by section 25100, 25102, or 25105 of the California Corporations Code.  The rights of all parties to this Subscription Booklet are expressly conditioned upon such qualification being obtained, unless the sale is so exempt.

For Michigan Residents Only:

	The Interests have not been registered under the Securities Act of 1933 and the Michigan Uniform Securities Act.  Any representation to the contrary is a criminal offense.  

	The Interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom.  Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

For New York Residents Only:

	This Subscription Booklet has not been reviewed by the Attorney General of the State of New York prior to its issuance and use.  The Attorney General of the State of New York has not passed on or endorsed the merits of this Subscription Booklet.  Any representation to the contrary is unlawful.

For Pennsylvania Residents Only:

	Each person who accepts an offer to purchase Interests exempted from registration by Section 203(d), directly from the issuer or affiliate of the issuer shall have the right to withdraw his acceptance without incurring any liability to the seller, underwriter (if any) or any other person within two business days from the date of receipt by the issuer or his written binding contract of purchase, or in the case of a transaction in which there is no binding contract of purchase, within two business days after he makes initial payment for the securities being offered.

For Texas Residents Only:

	The Interests have not been registered under the Securities Act of 1933 and the Texas Securities Act of 1957.  Any representation to the contrary is a criminal offense.  

	The Interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom.  Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

	The Interests are subject to the limitations set forth in paragraphs (2)-(4) of § 109.13(j) of the Texas Securities Act of 1957.

For Virginia Residents Only:
The Interests represented by this Subscription Booklet have been issued pursuant to a claim of exemption from the registration or qualification provisions of federal and state securities laws and shall not be sold or transferred without compliance with the registration or qualification provisions of applicable federal and state securities laws or applicable exemptions therefrom.

For Great Britain Residents Only:
	
	This Subscription Booklet does not constitute an offer to the public (as defined in the Companies Act 1985) and no prospectus has been or will be registered or issued in the United Kingdom in respect of the Interests subscribed for hereby.  Consequently, the Interests must not be offered for sale or sold in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or to persons who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business or are otherwise offered to persons in the context of their trades, professions or occupations.  Accordingly, the Subscription Booklet will only be issued or passed on to any person in the United Kingdom if that person is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 No. 1266 or within Article 8(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) No. 2 Order 1995 No. 1536.

	

ENRON GLOBAL MARKETS LLC
Name of Subscriber
(Please Print or Type)

ENVERA LLC

SUBSCRIPTION AGREEMENT

	For the purposes of this Subscription Agreement (“Subscription Agreement”), the term “undersigned” shall refer to the Subscriber.  The undersigned hereby agrees to become a member in Envera LLC, a limited liability company formed under the laws of the Commonwealth of Virginia (the “Company”), and to make cash contributions to the capital of the Company in the aggregate amount set forth on the signature page hereto (the “Commitment”).  The undersigned agrees to pay its Commitment in such amounts and in such manner as provided in that certain New Member Addendum, dated of even date herewith, (the “New Member Addendum”), to the Operating Agreement of the Company (together with all exhibits and schedules thereto, including the Business Plan) in the form delivered to the undersigned (the “Operating Agreement”).  In connection therewith, the undersigned represents, warrants and agrees as follows:
1.	The undersigned is authorized, empowered and qualified to execute this Subscription Agreement and to make an investment in the Company as herein contemplated.  Each of this Subscription Agreement and the Operating Agreement is valid, binding and enforceable against the undersigned in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other applicable laws relating to or affecting creditors’ rights and to general equity principals.
2.	The undersigned is either (a) an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), OR (b) not a United States Person (as defined in Rule 902 as promulgated under the Securities Act).  If the undersigned is not a United States Person, the undersigned represents and warrants that the undersigned has not subscribed for membership interests (“Interests”) in the Company for the account of any person who is a United States Person.
3.	The undersigned has received and read a copy of the Operating Agreement (and all related exhibits and schedules thereto, including the Business Plan) and agrees to execute the New Member Addendum to the Operating Agreement simultaneously herewith (which New Member Addendum shall cause the Operating Agreement to become binding upon the undersigned automatically as of the date on which the Subscriber first funds its Commitment and thereby purchases the Interests).
4.	The undersigned has received and read a copy of the Operating Agreement (and all related exhibits and schedules thereto, including the Business Plan) and this Subscription Agreement, and the undersigned has relied on nothing other than the Operating Agreement (and all related exhibits and schedules thereto, including the Business Plan) and this Subscription Agreement (together, the “Offering Materials”) in deciding whether to make an investment in the Company.  In addition, the undersigned acknowledges that the undersigned has been given the opportunity to (a) ask questions and receive satisfactory answers concerning the terms and conditions of the investment and (b) obtain additional information in order to evaluate the merits and risks of an investment in the Company and to verify the accuracy of the information contained in the Offering Materials.  No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the Company to the undersigned.
5.	The undersigned understands that the Interests of the Company subscribed for hereunder have not been, and will not be, registered under the Securities Act or any state securities laws, and are being offered and sold in reliance upon federal and state exemptions from registration requirements for transactions not involving any public offering.  The undersigned recognizes that reliance upon such exemptions is based in part upon the representations of the undersigned contained herein.  The undersigned represents and warrants that the Interests will be acquired by the undersigned solely for the account of the undersigned, for investment purposes only and not with a view to the distribution thereof.  The undersigned represents and warrants that the undersigned (a) is a sophisticated investor with such knowledge and experience in business and financial matters as will enable the undersigned to evaluate the merits and risks of investment in the Company, (b) is able to bear the economic risk and lack of liquidity of an investment in the Company, and (c) is able to bear the risk of loss of its entire investment in the Company.
6.	The undersigned recognizes that (a) an investment in the Company involves certain risks, (b) the Interests will be subject to certain restrictions on transferability as described in the Operating Agreement, and (c) as a result of the foregoing, the marketability of the Interests will be severely limited.  The undersigned agrees that it will not transfer, sell or otherwise dispose of the Interests in any manner that will violate the Operating Agreement, the Securities Act or any state securities laws or subject the Company or any member thereof to regulation the rules and regulations of the Securities and Exchange Commission or the laws and regulations of the Commonwealth of Virginia, or any other federal, state or municipal authority having jurisdiction thereof.
7.	The undersigned is aware that:  (a) the Company has a limited financial and operating history; (b) no federal, state, local or foreign agency has passed upon the Interests or made any finding or determination as to the fairness of this investment; and (c) the undersigned is not entitled to cancel, terminate or revoke this subscription or any of the powers conferred herein.
8.	The execution and delivery of this Subscription Agreement and the Operating Agreement, the consummation of the transactions contemplated hereby and thereby by the undersigned and the performance of the undersigned’s obligations hereunder and thereunder will not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to the undersigned, or any agreement or other instrument to which the undersigned is a party or by which the undersigned or any of its properties are bound, or any foreign or domestic permit, franchise, judgment, decree, statute, rule or regulation applicable to the undersigned or the undersigned’s business or properties.
9.	The Company may accept in its sole discretion all or none of the Commitment amount set forth on the signature page hereto.  Acceptance will be given to the undersigned by delivery of this Subscription Agreement signed by the Company.  If so accepted, this Subscription Agreement (a) will be binding upon the undersigned’s successors, legal representatives and assigns, (b) may not be canceled, terminated or revoked by the undersigned and (c) will be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia).
10.	To the fullest extent permitted by law, the undersigned hereby agrees to indemnify and hold harmless the Company from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of any breach of any representation, warranty, covenant or undertaking made by or on behalf of the undersigned in this Subscription Agreement.  The undersigned hereby grants to the Company a right of specific performance against the undersigned in addition to any other remedies that may be available to the Company in the event of a default by the undersigned hereunder.
11.	This Subscription Agreement may be modified or amended only with the written consent of the Company, and the undersigned.  Modifications, amendments, waivers, consents, or other matters relating to the Operating Agreement shall not be deemed modifications or amendments of this Subscription Agreement.
12.	This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the Commonwealth of Virginia.
13.	If any provision of this Subscription Agreement shall be invalid under the applicable law of any jurisdiction, the remainder of this Subscription Agreement shall not be affected thereby.
14.	This Subscription Agreement may be executed in one or more separate counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on January ___, 2001.

Subscriber’s Commitment Amount:  $5,000,000 in non-cash consideration as providedSubscriber’s undertakings under Article VIII in that certain Master Agreement, dated as of January ___, 2001, by and amongbetween Envera LLC, and Subscriber, EnronOnline LLC and DealBench LLC

Subscriber’s Address:	
(for formal notice)	

							

Attention:						
Phone No.:						
Fax No.:							

Subscriber’s Name:  Enron Global Markets LLC				
				(print or type)
By:								
	      (signature of authorized representative)

	Its:								
	     (name and title of authorized representative)

	Subscriber’s Tax Identification No.:					

SUBSCRIBED AND SWORN to
before me this _____ day
of January ___, 2001.

								
				Notary Public

My Commission Expires:					

ENVERA LLC

SUBSCRIPTION AGREEMENT
COMPANY ACCEPTANCE PAGE

Envera LLC hereby accepts the foregoing subscription for $5,000,000 in non-cash consideration, which Envera LLC has independently determined to be valued at $5,000,000, as provided in that certain Master Agreement, dated as of January __, 2001, by and amongbetween Envera LLC, and Subscriber, EnronOnline LLC and DealBench LLC.  

Dated: 							

ENVERA LLC

By:							
	Name:	
Title:

Path: DOCSOPEN\RICHMOND\08403\57409\000008\DD5N01!.DOC
Doc #: 623579; V. 1
Doc Name: enron subscription
Author: LeBey, Daniel, 08403
Typist: LeBey, Daniel, 08403
Last Edit: 1/3/01  7:38 PM