CO-MARKETING AGREEMENT
between
Kiodex, Inc.
and 
Enron Net Works LLC

Effective as of   _________, 2001

TABLE OF CONTENTS

Page
ARTICLE I: DEFINITIONS
1.1	Definitions	1
1.2	Cross References	6
1.3	Rules of Construction	7
ARTICLE II: CO-MARKETING ARRANGEMENTS
2.1	Summary of Co-Marketing Arrangements	78
2.2	Other Co-Marketing Obligations	78
2.3	Promotion and Publicity.	8
2.4	Non-Promotion of Competing Products.	8
2.5	Enron Competitors	89
ARTICLE III: DEVELOPMENT AND ACCEPTANCE OF KIODEX LITE TOOL AND ENRON DATA FEED
3.1	Development, Testing and Acceptance of the Kiodex Lite Tool	89
3.2	Development, Testing and Acceptance of the Enron Data Feed.	9
3.3	Connectivity to/from the Enron Web Site	910
3.4	Placement of the Kiodex Lite Tool on the Enron Web Site	10
3.5	Enron’s Provision and Kiodex’s Use of Enron Market Data.	10
ARTICLE IV: FREE USE OF KIODEX LITE TOOL
4.1	Availability of Kiodex Lite Tool to Enron Customers	1112
4.2	Provision and Use of Encrypted Enron Transaction Data.	1112
4.3	Kiodex License Grant	1213
ARTICLE V: THE KIODEX APPLICATION
5.1	Availability of Kiodex Application to Kiodex Customers.	1213
5.2	Provision and Use of Customer-Specific Enron Transaction Data	1314
ARTICLE VI: GENERAL OBLIGATIONS OF THE PARTIES
6.1	Changes to Kiodex Lite Tool and Kiodex Lite Reports	1415
6.2	Changes to the Enron Web Site	1415
6.3	Maintenance	1416
6.4	Technology	1516
6.5	Security	1516
6.6	Operating Standards.	1516
6.7	Traffic Flow	1517

ARTICLE VII: PAYMENT
7.1	Warrant	1518
7.2	Qualified Users	1618
7.3	Legal Opinion	1618
7.4	Legend	1618
ARTICLE VIII: TERM AND TERMINATION
8.1	Term	1619
8.2	Termination by Kiodex	1619
8.3	Termination by Enron	1720
8.4	Consequences of Termination	1821
8.5	Non-Exclusive Remedies	21
ARTICLE IX: REPRESENTATIONS AND WARRANTIES
9.1	Representations and Warranties of Kiodex	1821
9.2	Representations and Warranties by Enron	1922
9.3	Mutual Disclaimer of Representations and Warranties	2123
ARTICLE X: OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
10.1	Kiodex Property	2124
10.2	Enron Property	2124
ARTICLE XI: INDEMNIFICATION; LIMITATION OF LIABILITY
11.1	Kiodex Infringement Indemnity.	2224
11.2	Kiodex General Indemnity	2225
11.3	Enron Indemnity	2225
11.4	Indemnity Procedures 25
11.5	Limitations of Liability.	2326
ARTICLE XII: OTHER PROVISIONS
12.1	Survival	2426
12.2	Confidentiality.	2427
12.3	Costs	2528
12.4	Notices	2528
12.5	Entire Agreement	2629
12.6	Severability	2629
12.7	Relationship of the Parties	2629
12.8	Counterparts	2629
12.9	Binding Effect	2729
12.10	Assignment	2729
12.11	Amendments; Waivers	2729
12.12	Arbitration	2729
12.13	Injunctive Relief	2931
12.14	Governing Law.	2932

Exhibits:
	A	Description of the Kiodex ApplicationLite Tool
	B	Description of the Kiodex Lite Tool
	CB	Co-Marketing Obligations
	C	Form of Warrant
	D	Form of Warrant
	E	Kiodex Operations	F	Form of Consent and Release
	GE	Kiodex Lite Terms and Conditions of Use
	HF	Form of Legal Opinion
	G	Form of Press Release

CO-MARKETING AGREEMENT
	This Co-Marketing Agreement (this “Agreement”) is made effective as of [_________,] 2001 (the “Effective Date”), by and between Kiodex, Inc., a Delaware corporation with offices at 3 New York Plaza, 15th Floor, New York, NY 10004 (“Kiodex”), and Enron Net Works LLC, a Delaware limited liability company with offices at 1400 Smith Street, Houston, TX 77002 (“Enron”).
RECITALS
WHEREAS, Kiodex is developing certain technology deployable over the Internet that provides end users thereof with risk management and related services and information in connection with the trading of derivative products (defined below as described in more detail in Exhibit A and including all enhancements, Updates and new versions, the “Kiodex Application”);
	WHEREAS, Enron and Kiodex desire to enter into an arrangement under which Enron will offer to Enron Customers (defined below) limited access to a free version of the Kiodex Application that has reduced functionality (defined below as “Kiodex Lite Tool”),  [Kiodex should feel free to use a different term; this term is used to distinguish it from the full Kiodex Application that has complete functionality] and Kiodex will provide free reports from the Kiodex Lite Tool to Enron for display to Enron Customers on the Enron Web Site; and
	WHEREAS, if an Enron Customer desires to obtain a full range of risk products and services from Kiodex, Enron and Kiodex desire to establish thea process whereby such Enron Customer may register for and purchase access to the Kiodex Application and a basis upon which Enron’s transaction data related to such customerEnron Customer will be transmitted to Kiodex and used by Kiodex for the sole benefit of such customerEnron Customer, after obtaining the express consent of the customerEnron Customer; and
	WHEREAS, in consideration for Enron’s execution and delivery of this Agreement, Kiodex is issuing to Enron warrants to purchase up to 2,279,613 shares of Kiodex Common Stock on the terms and conditions set forth herein; and 
	NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby 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 mean, with respect to any person or entity, (i) any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person or entity or (ii) any other entity in which such person or entity, or any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person or entity, serves as the general partner, managing member or in a similar capacity.
“Bankruptcy Event” means, with respect to a specified Person,
(a)	such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s assets; or
(b)	a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced against or with respect to such Person, and one hundred twenty (120) days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s assets has been appointed and ninety (90) days have expired without the appointment’s having been vacated or stayed, or ninety (90) days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.
“Change of Control” means any transaction or event in which any “person” or “group” (within the meaning of those terms under Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) directly or indirectly (i) acquireacquires or possesspossesses beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of more than 50% of the outstanding voting power of Kiodexa party; (ii) acquireacquires or possesspossesses the right or power to appoint a majority of the members of the Board of Directors of Kiodexa party; (iii) acquireacquires all or substantially all of the assets of Kiodexa party; or (iv) executeexecutes an agreement to do any of (i) through (iii) above; provided, however, that neither the completion of a single transaction with Warburg Pincus Equity Partners L.P. or its Affiliates for acquisition of _______ shares of Kiodex [Series A Preferred Stock] by [insert name of Warburg Investor]equity or debt that is consummated and funded on or before ___________ pursuant to that certain [insert name of agreement by which Warburg is investing]June 30, 2001, nor the conversion of those sharesany interests acquired in such transactions into Kiodex Common Stock pursuant to the terms thereof, will be deemed to be a Change of Control for purposes of this Agreement.  [Exact terms of this provision subject to change upon our review of capitalization table]
“Common Stock” means common stock of Kiodex, par value $0.001 per share.
“Competing Product” means a riskproduct that (i) provides risk reporting and evaluation, position valuation, and position management analysis and reporting software product that contains substantially all ofis comparable to the featuresKiodex Application and/ (ii) competes with the Kiodex Application; excluding, however, any proprietary products developed by Enron or characteristics of the Kiodex Application as described in Exhibit Aits Affiliates.
“Customer-Specific Enron Transaction Data” means all information and data (including price, quantity, product identification, and Enron Customer identification) pertaining to transactions in Specified Products conducted by an Enron Customer through the Enron Web Site that is transmitted to Kiodex for the operation of the Kiodex Application for the sole benefit of that customerEnron Customer, where the Enron Customer identification is not encrypted and is readable by Kiodex, and the data relates to all master users and sub-users of such Enron Customer, together with all Enron Derived Data from any of such information and data.  All transactions that are not consummated through the Enron Web Site are specifically excluded from Customer-Specific Enron Transaction Data.
“Derived Data” means the information and data that is derived from any of the Enron Transaction Data or the Enron Market Data, and any other information or data that is produced or generated by the Kiodex Lite Tool or the Kiodex Application through the use of or reference to any of the Enron Transaction Data or the Enron Market Data. 
“Encrypted Enron Transaction Data” means all information and data (including price, quantity, product identification, and Enron Customer identification) pertaining to transactions in Specified Products conducted by an Enron Customer through the Enron Web Site that is transmitted to Kiodex for the operation of the Kiodex Lite Tool, where the Enron Customer identification is encrypted and is not readable by Kiodex, and the data relates only to the master user who has authorized the use of the Kiodex Lite Tool and his sub-users, together with all Enron Derived Data from any of such information and data.  All transactions that are not consummated through the Enron Web Site are specifically excluded from Encrypted Enron Transaction Data.
“Enron Competitor” means any online or offline trading exchange, platform or business that competes directly or indirectly with Enron.
“Enron Customer” means any customer of Enron who has authority to access those portions of the Enron Web Site that require a user identification number and password.  
“Enron Data” means any and all of the Enron Transaction Data, the Enron Market Data and the Enron Derived Data.
“Enron Data Feed” means the technology platform by and through which Enron will deliver the Encrypted Enron Transaction Data, Customer-Specific Enron Transaction Data, and Enron Market Data to Kiodex for use by Kiodex in accordance with this Agreement.
“Enron Data Feed Launch Date” means the date that the Enron Data Feed is completed, tested and ready for use in conjunction with the use of the Kiodex Lite Tool and the Kiodex Application.  
“Enron Derived Data” means the information and data that is derived from any of the Enron Transaction Data, and any other information or data that is produced or generated by the Kiodex Lite Tool or the Kiodex Application through the use of or reference to any of the Enron Transaction Data, but excluding any Kiodex Derived Data.
“Enron Market Data” shall mean, for each Specified Product, the arithmetic mean of the bid price and the offer price displayed on the Enron Web Site for such Specified Product immediately prior to the time that the Enron Market Data is transmitted to the Kiodex Web Site; provided, however, that if both the bid price and the offer price for a Specified Product are not available for any reason, then the Enron Market Data for such Specified Product shall be either the bid price or the offer price that is displayed on the Enron Web Site immediately prior to the transmission of the Enron Market Data to the Kiodex Web Site.
“Enron Operational Failure” means (i) any failure of any aspect of the Enron Data Feed (whether with respect to technology, personnel, or otherwise), as a result of which Enron Customers are substantially unable to initiate and/or receive Kiodex Reports through the Kiodex Lite Tool, or Kiodex Customers are substantially unable to have generated Kiodex Application Reports using Customer-Specific Enron Transaction Data transmitted to Kiodex by Enron through the Enron Data Feed, for any period of [two (2)] consecutive days or on more than [five (5)] occasions in any thirty (30) day period, or   (ii) any failure of any aspect of the Enron Data Feed (whether with respect to technology, personnel, or otherwise) of which Kiodex provides to Enron written notice of such failure and Enron fails to cure such failure within [tenthirty (1030)] days, and that could reasonably be expected to have a material adverse affect on the Kiodex Web Site or its business or operations.  
“Enron Regulatory Event” means (A) any event (whether or not related to this Agreement, including the performance of Enron’s obligations hereunder) the result or effect of which is that any of Enron, its Affiliates, their respective officers, directors, or employees, the Enron Web Site, or any of their respective businesses: (i) becomes subject to regulation under the Commodities Exchange Act, as amended; (ii) becomes subject to regulation by the Commodities Futures Trading Commission; or (iii) becomes subject to any regulatory proceeding, investigation, action, inquiry or review; and such event (whether described in subparagraphs (i), (ii), or (iii)) could reasonably be expected to have a material adverse effect on Enron or its Affiliates, or (B) a Kiodex Regulatory Event shall have occurred, the result or effect of which could reasonably be expected to have a material adverse effect on Enron or its Affiliates.
“Enron Transaction Data” means Encrypted Enron Transaction Data and Customer-Specific Enron Transaction Data, and any Enron Derived Data related thereto. 
“Enron Web Site” means Enron’s World Wide Web Site currently having the URL:  http://www.enrononline.com, and any successor site thereto that is Enron’s primary electronic trading platform for a Specified Product.
“Intellectual Property Rights” means worldwide statutory and common law rights associated solely with (i) works of authorship including copyrights, copyright applications, copyright registrations and “moral rights”; (ii) the protection of trade and industrial secrets, confidential information and know-how, methodologies and processes related to either party’s products and/or services; (iii) trademarks, trade names, service marks, trade dress and logos related to either party’s products and/or services; (iv) rights of privacy or publicity; (v) any rights associated with patents and patent applications, and (vvi) any divisions, continuations, renewals, and re-issuances of any of the foregoing rights in any medium, whether now existing or acquired in the future; and (vivii) in the case of any of the foregoing, any other proprietary rights inherent therein and/or appurtenant thereto..
“Kiodex Application” means Kiodex’s proprietary technology that is deployable over the Internet that provides end users thereof with risk management and related services and information in connection with the trading of derivative products, together will all enhancements, Updates, and new versions thereof.
“Kiodex Application Reports” means the reports generated by the Kiodex Application and provided to Kiodex Customers through the Kiodex Web Site.  
“Kiodex Customer” means any customer of Kiodex who has signed a Kiodex Customer Agreement, whether or not such customer is also an Enron Customer.
“Kiodex Customer Agreement” means the agreement between Kiodex and each Kiodex Customer, pursuant to which Kiodex agrees to provide such customer with reports from the Kiodex Application through the Kiodex Web Site.
“Kiodex Derived Data” means those compilations of data created by Kiodex from sources which may include the Enron Data and which compilations are included in the Kiodex Application Reports; provided, in no event shall Kiodex Derived Data include any compilations of data which disclose any specific transaction information or the name or identity of any Enron Customer or Enron, nor contain any information or data from which such name or identity or specific transaction information, or any Enron Market Data, could reasonably be discerned or to which Enron could reasonably be attributed.
“Kiodex Links” means hypertext links to the Kiodex Web Site or subdomains therein.
“Kiodex Lite Reports” means the reports including, at a minimum, mark-to-marketvaluation and profit and loss reports, that are generated by the Kiodex Lite Tool and provided to Enron for display to Enron Customers through the Enron Web Site.  
“Kiodex Lite Tool” means the risk management softwareversion of the Kiodex Application being developed by Kiodex which uses certainwith reduced functionality and features of the Kiodex Applicationthat will be used to generate the Kiodex Lite Reports based on the Encrypted Enron Transaction Data and the Enron Market Data, and any Updates, enhancements and new versions to such software.
“Kiodex Lite Tool Launch Date” means the date that the Kiodex Lite Tool isand the Kiodex Application are made commercially available to Enron Customers, as determined in accordance with ArticleArticles III and V.  
“Kiodex Operational Failure” means (i) any failure of any aspect of the Kiodex Web Site or Kiodex Systems (whether with respect to technology, personnel, or otherwise), as a result of which Enron Customers are substantially unable to initiate and/or receive Kiodex Lite Reports through the Kiodex Lite Tool for any period of [two (2)] consecutive days or on more than [five (5)] occasions in any thirty (30) day period, (ii) any failure of Kiodex to meet any of the operational or security requirements set forth in this Agreement for any period of [ten (10)] consecutive days or on more than [five (5)] occasions in any thirty (30) day period, or (iii) any failure of any aspect of the Kiodex Web Site or Kiodex Systems (whether with respect to technology, personnel, or otherwise) thatof which Enron provides to Kiodex written notice of such failure and Kiodex fails to cure such failure within thirty (30) days and which could reasonably be expected to have a material adverse affect on the Enron Web Site, its business or operations, or upon any Enron Customer.  
“Kiodex Regulatory Event” means (A) any event brought about solely as a result of the execution or performance by Kiodex of its obligations hereunder the result or effect of which is that any of Kiodex, its Affiliates, their respective officers, directors, or employees, the Kiodex Web Site, or any of their respective businesses: (i) becomes subject to regulation under the Commodities Exchange Act, as amended; (ii) becomes subject to regulation by the Commodities Futures Trading Commission; or (iii) becomes subject to any regulatory proceeding, investigation, action, inquiry or review; and such event (whether described in subparagraphs (i), (ii), or (iii)) could reasonably be expected to have a material adverse effect on Kiodex or its Affiliates; or (B) an Enron Regulatory Event shall have occurred, the result or effect of which could reasonably be expected to have a material adverse effect on Kiodex or its Affiliates.
“Kiodex Reports” means collectively, the Kiodex Lite Reports and the Kiodex Application Reports.
“Kiodex Systems” means the technology platform under the control of Kiodex, an Affiliate of Kiodex or a third party contractor retained by Kiodex or its Affiliate, to provide Internet hosting services toon which the Kiodex Web Site is hosted.
“Kiodex Web Site” means Kiodex’s World Wide Web Site having the URL:  www.kiodex.com, which incorporates the Kiodex Application and the Kiodex Lite Tool, and any subdomains or successor sites thereto.
“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, estate, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.
“Qualified Users” means (i) any Enron Customer for whom Enron has provided at any time Customer-Specific Transaction Data pursuant to the terms of Section 5.2, and (ii) any Enron Customer who enters into ana Kiodex Customer Agreement to purchase services or products from Kiodex either (A) through a Kiodex Link on the Enron Web Site (to the extent traceable through both parties’ commercially reasonable efforts) or (B) can otherwise be reasonably attributable to Enron’s promotion of Kiodex on the Enron Web Site or otherwise (such as an Enron Customer who indicates in connection with registering with Kiodex in the space provided for such purposes that such person learned of Kiodex or the Kiodex Application from Enron or the Enron Web Site).  Once a Qualified User has been identified, it will be treated as a Qualified User whether or not it continues to remain a Kiodex Customer.
 “Specified Products” shall mean (i) North American natural gas; and (ii) global crude and refined productsoil; (iii) U.S. electrical power; (iv) base metals; and (v) such other products or commodities that may be added by mutual agreement of Enron and Kiodex from time to time.
“Update” means a subsequent release of the Kiodex Lite Tool and/or the Kiodex Application that Kiodex makes generally available to its licensees for no additional license fee.
1.2	Cross References.  Each of the following terms shall have the meaning assigned thereto in the Section of this Agreement set forth opposite such term:
AAA	12.12(c)
Acceptance Period	3.1
Arbitration Notice	12.12(b)
Claims	12.12(a)
Confidential Information	12.2
Consent and Release	5.1(a)
Effective Date	First paragraph
Enron Indemnitee	11.1(a)
Exclusivity Period	2.4(a)
Kiodex Application	Recitals
Kiodex Indemnitee	11.3
Lien	9.1(b)
Non-Referring Party	12.12(b)
Permitted Recipients	12.2(a)
Referring Party	12.12(b)
Stockholders’ Agreement	9.1(c)
Term	8.1
Warrant	7.1
Warrant Shares	7.4

1.3	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)	“including” means including without limitation;
(c)	all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural;
(d)	wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;
(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)	the section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement;
(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:  	CO-MARKETING ARRANGEMENTS
2.1	Summary of Co-Marketing Arrangements.  Subject to the terms and conditions of this Agreement, after the Kiodex Lite Tool Launch Date:
(a)	Kiodex shall offer the Kiodex Lite Tool to Enron Customers through the Enron Web Site at no cost to the Enron Customers; and 
(b)	Enron will provide Kiodex with the Encrypted Enron Transaction Data, Customer-Specific Enron Transaction Data, and Enron Market Data through the Enron Data Feed and will establish certain Kiodex Links on the Enron Web Site.
2.2	Other Co-Marketing Obligations.  In addition to its other obligations hereunder, each party agrees to fulfill those additional co-marketing obligations as set forth on Exhibit CB attached hereto.
2.3	Promotion and Publicity. 
(a)	Enron and Kiodex shall advise and confer with each other prior to the issuance of any marketing or promotional materials, press releases, or public announcements or statements concerning this Agreement or the transactions contemplated herein.  KiodexNeither party shall not make any public disclosure (including but not limited to marketing or promotional materials or press releases) with respect to this Agreement or the transactions contemplated herein, unless Enronthe other party agrees on the text and timing of such public disclosure 
(b)	Neither party shall use the other party’s name, trade names, trademarks, or service marks without the prior written permission of such other party and, with such permission, only in accordance with the owning party’s guidelines for such use in effect from time to time.
(c)	Prior to the Kiodex Lite Tool Launch Date, Kiodex may issue a press release in a form substantially the same as set forth in Exhibit G, subject to Enron’s prior review and approval of the timing and wording of such release.
2.4	Non-Promotion of Competing Products.
(a)	Commencing as of the Effective Date and until the earlier of (a) JuneSeptember 1,30, 2001, or (b) the date on which this Agreement is terminated in accordance with Article VIII (the “Exclusivity Period”), Enron will not market, promote, or enter into any agreement pursuant to which Enron would offer, or would permit a third party to offer, through the Enron Web Site any Competing Product for use by an Enron Customer.  
(b)	After the expiration of the Exclusivity Period, Enron will be free to display, use, promote or market any Competing Product through the Enron Web Site or otherwise; provided, however, that from the end of the Exclusivity Period to the end of the Term of this Agreement, if Enron displays any Competing Product on the Enron Web Site, then Enron will ensure that it shall display the Kiodex Lite Tool and links to the Kiodex Web Site in a manner reasonably comparable to the placement and prominence of such Competing Products, with such comparable placement to be determined in Enron’s reasonable discretion.
2.5	Enron Competitors.  During the Term Kiodex will be free to display, use, promote or market any Enron Competitor through the Kiodex Web Site or otherwise; provided, however, if Kiodex promotes any Enron Competitor or any of such competitor’s products or services on the Kiodex Web Site or otherwise, then Kiodex will provide Enron with comparable placements and/or promotions for Enron and its products and services at no cost to Enron, with such comparable placement to be determined in Kiodex’s reasonable discretion.
ARTICLE III:  	DEVELOPMENT AND ACCEPTANCE OF KIODEX LITE TOOL AND ENRON DATA FEED
3.1	Development, Testing and Acceptance of the Kiodex Lite Tool.  Prior to JuneSeptember 1,30, 2001, Kiodex will use commercially reasonable efforts to develop the Kiodex Lite Tool with the functionality, features and performance standards that are described in Exhibitthis BAgreement.  Kiodex will provide the Kiodex Lite Tool and samples of the Kiodex Lite Reports to Enron for testing and acceptance at least [thirty (30)] days prior the Kiodex Lite Tool Launch Date (the “Acceptance Period”)  Upon delivery of the Kiodex Lite Tool to Enron, Enron will test the Kiodex Lite Tool to determine whether it substantially conforms with the functionality, features and performance standards described in this Agreement.  Enron will not be obligated to accept or activate the Kiodex Lite Tool on the Enron Web Site, completenor orto activate the Enron Data Feed, ornor to accept any Kiodex Lite Reports if it, unless (a) Enron is notreasonably satisfied that the Kiodex Lite Tool and the Kiodex Lite Reports substantially meet the functionality, features and performance standards set forth in Exhibitthis BAgreement, or if itand (b) Enron is notreasonably satisfied that the Kiodex Lite Tool and the Kiodex Lite Reports otherwise meet all of the other requirements of this Agreement, includingand that the “look and feel” of the Kiodex Lite Tool and the Kiodex Lite Reports are satisfactory to Enron and are compatible (in Enron’s sole judgment) with the “look and feel” of the Enron Web Site.
3.2	Development, Testing and Acceptance of the Enron Data Feed.
(a)	Prior to June 1, 2001, but subject to Enron’s acceptance of the Kiodex Lite Tool pursuant to Section 3.1,September 30, 2001, Enron will use commercially reasonable efforts to design, develop and test the Enron Data Feed that will be used to deliver the Encrypted Enron Transaction Data, Customer-Specific Enron Transaction Data, and Enron Market Data to Kiodex.  The Enron Data Feed shall be designed, developed, tested and operated so as to ensure, to Enron’s satisfaction, adequate security for the Enron Web Site and the Enron Data transmitted to Kiodex through the Enron Data Feed.   In connection with the development of the Enron Data Feed, Kiodex shall provide Enron with access to Kiodex personnel and information as Enron may reasonably request to assist Enron in the development of the Enron Data Feed.   If Enron reasonably determines that the Kiodex Lite Tool Launch Date will be delayed, Enron may delay its development of the Enron Data Feed to be consistent with the project Kiodex Lite Tool Launch Date.
(b)	Enron will provide sample data from the Enron Data Feed to Kiodex for testing at least thirty (30) days prior to the Enron Data Feed Launch Date.  It will be Kiodex’s sole responsibility to make all modifications to the Kiodex Systems, the Kiodex Application, and/or the Kiodex Lite Tool to receive and properly read the data transmitted by Enron through the Enron Data Feed.  Upon Kiodex’s reasonable request, during the 30-day testing period, Enron will provide Kiodex with such assistance and cooperation as may be necessary to help Kiodex confirm the data format transmitted by Enron through the Enron Data Feed and as Kiodex may otherwise require so that Kiodex can establish the interoperability of the Enron Data Feed with the Kiodex Systems.
(c)	(b) Enron shall initially deliver the Encrypted Enron Transaction Data, Customer-Specific Enron Transaction Data, and Enron Market Data to Kiodex through the Enron Data Feed in electronic form in a file transfer protocol using Extensible Markup Language (XML) format selected by Enron.  Kiodex will be responsible for ensuring that Enron Data transmitted to Kiodex through the Enron Data Feed in standard formats used by Enron from time to time can be accepted by the Kiodex Lite Tool and the Kiodex Application.  
(d)	(c) Enron may modify the Enron Data Feed at any time, and will endeavor to provide Kiodex with at least [ten (10)] days advance notice of any such changes;  provided that if such change could reasonably be anticipated to materially and adversely effect the Kiodex Systems, the Kiodex Application or the Kiodex Lite Tool, then Enron shall provide Kiodex with at least thirty (30) days prior notice and an opportunity to discuss any proposed or scheduled modifications and measures that Kiodex can take to avoid such material or adverse effect.  Kiodex is solely responsible for making any changes to the Kiodex Systems, the Kiodex Application or the Kiodex Lite Tool to accommodate any such changes.  Enron will not be responsible for making any changes to the Enron Web Site or Enron Data Feed to accommodate any modifications, upgrades or improvements of the Kiodex Lite Tool or the Kiodex Application.
3.3	Connectivity to/from the Enron Web Site.  Prior to JuneSeptember 1,30, 2001, Kiodex will procure, have installed and test at its expense all necessary connectivity from the Enron Data Feed and the Kiodex Links to the Kiodex Web Site, to ensure the secure transmission of Encrypted Enron Transaction Data, Customer-Specific Enron Transaction Data, and Enron Market Data to the Kiodex Web Site and the secure transmission of the Kiodex Lite Reports to the Enron Web Site.  The connections shall provide sufficient bandwidth, in Enron’s judgment, to permit Kiodex to perform its obligations under this Agreement and to provide the responsiveness that is consistent with the responsiveness of other features of the Enron Web Site, and will include, at a minimum, two (2) fully redundant T1 lines [____ kilobits per second] to provide primary and back up connectivity.  Each T1 line will be provided by a different supplier to ensure full redundancy and backup.  These connections shall be made available to Enron for testing at least [ten (10)] days prior to the Kiodex Lite Tool Launch Date for testing and acceptance by Enron.
3.4	Placement of the Kiodex Lite Tool on the Enron Web Site.  At least [thirty (30)] days prior to the Kiodex Lite Tool Launch Date, Enron will advise Kiodex regarding the placement of the Kiodex Lite Tool and any Kiodex Links on the Enron Web Site.  Such placements will not be activated until the Kiodex Lite Tool Launch Date.
3.5	Enron’s Provision and Kiodex’s Use of Enron Market Data.
(a)	From and after the Kiodex Lite Tool Launch Date, subject to the terms of this Agreement, Enron shall provide Enron Market Data for all Specified Products to Kiodex through the Enron Data Feed.  Enron Market Data shall be transmitted once per day for each Specified Product.  Enron’s provision of Enron Market Data hereunder is expressly subject to the limitations and restrictions set forth in this Section.
(b)	Enron is providing the Enron Market Data “as is” and Enron specifically disclaims any representation or warranty that Enron Market Data reflects actual market conditions.  Kiodex understands and acknowledges that the Enron Market Data is based upon trading activity on the Enron Web Site and does not necessarily represent and is not necessarily indicative of market prices for the Specified Products.  Enron is not liable to Kiodex or any Kiodex Customer for any mistakes in such data or for any uses of that data by Kiodex.  
(c)	Enron hereby grants to Kiodex a fully paid-up, royalty-free, non-exclusive, perpetual, worldwide, non-assignable (except as set forth in Section 12.11) right and license during the Term to access and use the Enron Market Data provided through the Enron Data Feed for the sole purpose of performing calculations in conjunction with the Kiodex Application and the Kiodex Lite Tool for the benefit of the relevant Enron Customers, and solely in that limited circumstance to use, adapt and display the Enron Market Data in the Kiodex Reports, and to transmit and display the Kiodex Reports to such Enron Customers.  Enron reserves all of its rights in the Enron Market Data, and Kiodex shall have no rights to or in such data except as expressly set forth in this Agreement.as follows:
(i)	to create curves based solely on Enron Market Data to be used by Kiodex in the Kiodex Application; but such curves may not be displayed, published or transmitted to any Kiodex Customer or any other Person; provided that a Kiodex Customer may replace data in such curves and may use such modified curves without any restrictions if Kiodex does not attribute any part of such resulting curves to Enron;
(ii)	to create curves that combine Enron Market Data with other relevant market data; such resulting curves are consider Kiodex Derived Data which Kiodex can use without any restrictions provided that no part of any such curve could reasonably be discerned to be Enron Market Data;
(iii)	to perform calculations in the Kiodex Application and the Kiodex Lite Tool and to provide Kiodex Reports to Kiodex Customers; and 
(iv)	solely in connection with the rights granted in (i), (ii) and (iii) above, to access, copy, use, adapt, transmit and display the Enron Market Data.  
The parties acknowledge and agree that Kiodex may continue to use the Enron Market Data that has been delivered to Kiodex during the term of this Agreement in accordance with the terms of the foregoing license after the expiration of the Term solely as historical data to be used in or incorporated into risk analyses.  Enron reserves all of its rights in the Enron Market Data, and Kiodex shall have no rights to or in such data except as expressly set forth in this Agreement.
(d)	Kiodex agrees and covenants that it will not redistribute, sell, transfer, publish or broadcast any Enron Market Data to any personPerson (including Enron Customers or Kiodex Customers), except where such Enron Market Data is included in Derived Data included in a Kiodex Report.  Specifically, and without limiting the foregoing, Kiodex shall prevent Enron Customers from copying or retrieving any of the Enron Market Data or any Derived Data relating thereto in electronic form; such data shall be available to Enron Customers solely in a “view only” format.  
(e)	Notwithstanding anything in this Agreement to the contrary, Kiodex shall prevent Kiodex Customers from copying or retrieving any of the Enron Market Data or any Enron Derived Data relating thereto in electronic form.
(f)	(e) Kiodex agrees that it will not permit any personPerson to directly or indirectly access, copy or retrieve any of the Enron Market Data or any Derived Data from thedata that can be reasonably identified as Enron Market Data (except as may be expressly permitted in this Section 3.5 or for providing access to third party maintenance or hosting providers or to third parties in connection with the operation and use of the Kiodex Application and/or the Kiodex Lite Tool through the Kiodex Web Site who have obligations of confidentiality with respect to all such content and data).  
ARTICLE IV:  	FREE USE OF KIODEX LITE TOOL
4.1	Availability of Kiodex Lite Tool to Enron Customers.  Subject to the terms and conditions of this Agreement, from and after the Kiodex Lite Tool Launch Date:
(a)	Subject to Enron’s right to change the Enron Web Site under Section 6.2, Enron will make the Kiodex Lite Tool available to Enron Customers through the “Positions/Risk Analysis” tab on the main Enron Web Site trading screen; and any links fromKiodex Links on the Enron Web Site to the Kiodex Lite Tool will be substantially similar in appearance to links to other functions on the Enron WebsiteWeb Site, such as “Positions” and “Transaction History.”
(b)	Enron will provide descriptions of the Kiodex Lite Tool and Kiodex Links on the Enron Web Site as determined appropriate by Enron in its reasonable discretionmutually agreed by the parties.
(c)	Enron Customers may access and use the Kiodex Lite Tool and receive Kiodex Lite Reports only upon an Enron Customer’s online acceptance of the “Kiodex Lite Terms and Conditions of Use” in the form attached as Exhibit GE hereto pursuant to which the Enron Customer will instruct Enron to release to Kiodex the Encrypted Enron Transaction Data related to that Enron Customer.  The Kiodex Lite Terms and Conditions of Use may only be accepted by a master user, and sub-users may access the Kiodex Lite Tool and receive Kiodex Lite Reports only if authorized to do so by their respective master user. 
(d)	Enron has the right to limit the number of requests for free Kiodex Lite Reports that an Enron Customer may make, as determined in its sole discretion.
4.2	Provision and Use of Encrypted Enron Transaction Data.
(a)	Upon confirmation by Enron that an Enron Customer has accepted the “Kiodex Lite Terms and Conditions of Use” (which confirmation procedure is intended to be automated), Enron shall promptly provide Kiodex through the Enron Data Feed any Encrypted Enron Transaction Data related to the Enron Customer’s master user who authorized such release (and his sub-users if requested by such master user) with respect to transactions completed from that day forward.  Enron’s provision of Encrypted Enron Transaction Data hereunder is expressly subject to the limitations and restrictions set forth in this Section.
(b)	Upon receipt of a request to generate a Kiodex Lite Report from Enron on behalf of an Enron Customer, Kiodex will process the Encrypted Enron Transaction Data and return the relevant Kiodex Lite Report to Enron within [ten (10)] seconds of such request in HMTL format for display by Enron to the relevant Enron Customer.
(c)	Enron hereby grants to Kiodex a fully paid-up, royalty-free, non-exclusive, worldwide, non-assignable right (except as set forth in Section 12.11) and license during the Term to use and access the Encrypted Enron Transaction Data provided through the Enron Data Feed solely in conjunction with its use of the Kiodex Lite Tool for the benefit of the relevant Enron Customer, and solely in thatthose limited circumstancecircumstances to use, adapt, transmit, and displaycopy the Encrypted Enron Transaction Data; except to the extent that any of the Encrypted Transaction Data is reflected in theany Kiodex Lite Reports that areReport, such data must be transmitted in HMTL format for display to such Enron Customer through the Enron Web Site.  Enron reserves all of its rights in the Encrypted Enron Transaction Data, and Kiodex shall have no rights to or in such data except as expressly set forth in this Agreement.  
(d)	Kiodex agrees and covenants that it will not aggregate, redistribute, sell, transfer, publish or broadcast any Encrypted Enron Transaction Data to any person or for any purpose including any Enron Customer, except as expressly and specifically permitted in this Section.  Specifically, and without limiting the foregoing, Kiodex shall prevent Enron Customers from copying or retrieving any of the Encrypted Enron Transaction Data or any Derived Data relating thereto in electronic form; such data shall be available to Enron Customers solely in a “view only” format.In no event may any of the Encrypted Enron Transaction Data be made available to the Enron Customer in electronic form except through a data editor which permits a manipulation of data (but not copying of any data) or in a “view only” format.  
(e)	Kiodex agrees and covenants that it will not aggregate, redistribute, sell, transfer, publish or broadcast any Encrypted Enron Transaction Data to any Person (including any Enron Customer) or for any purpose, except as expressly and specifically permitted in this Section.  
(f)	(e) Kiodex agrees that it will not permit any person to directly or indirectly access any of the Encrypted Enron Transaction Data or any Derived Data from the Encrypted Enron Transaction Data (exceptKiodex agrees that it will not permit any person to directly or indirectly access any of the Encrypted Enron Transaction Data or any Enron Derived Data from the Encrypted Enron Transaction Data (except as expressly set forth in this Section 4.2 or for providing access to third party maintenance or hosting providers or to third parties in connection with the operation and use of the Kiodex Application and/or the Kiodex Lite Tool through the Kiodex Web Site who have obligations of confidentiality with respect to all such content and data).  
(g)	(f) Kiodex shall purge all Encrypted Enron Transaction Data (including any Enron Derived Data from such Encrypted Enron Transaction Data and any reports containing any such content or Enron Derived Data) from its systems within two (2) days after its receipt of such data.
4.3	Kiodex License Grant.  Subject to the terms and conditions of this Agreement, Kiodex grants to Enron a non-exclusive, fully paid up, royalty-free, non-assignable, worldwide right and license during the Term to display the Kiodex Lite Tool through the Enron Web Site and to create Kiodex Links from the Enron Web Site which will link Enron Customers to the page on the Kiodex Web Site.  For the avoidance of doubt, the Kiodex Lite Tool shall reside on Kiodex Systems at all times, and Enron shall not have any rights to receive or use the Kiodex Lite Tool directly.  
ARTICLE V:  	THE KIODEX APPLICATION
5.1	Availability of Kiodex Application to Kiodex Customers.
(a)	Kiodex will make the Kiodex Application available to Kiodex Customers through the Kiodex Web Site.  Kiodex shall enter into a Kiodex Customer Agreement with each third party thatan Enron Customer who intends to access Enron Transaction Data through the Kiodex Web Site, which agreement will include a form of Consent and Release in the form attached as Exhibit FD hereto (“Consent and Release”), to be duly executed by an authorized representative of each Kiodex Customer and delivered to Enron as a condition precedent to Enron’s transmission of Customer-Specific Transaction Data to Kiodex related to such customerEnron Customer.  Enron may conduct such additional due diligence as it deems necessary to confirm the authority of the representative of the Kiodex Customer executing the Consent and Release prior to transmitting any such data to Kiodex.
(b)	Upon Enron's receipt of a Consent and Release duly executed by an authorized representative of aan KiodexEnron Customer and otherwise satisfactory to Enron, Enron will provide Customer-Specific Enron Transaction Data to Kiodex through the Enron Data Feed for transactions consummated after Enron’s receipt of the Consent and Release.  Kiodex will be responsible for obtaining all historical trade data and positions directly from KiodexEnron Customers. 
(c)	Kiodex will be responsible for storing all Enron Data on the Kiodex Systems.  Enron will not provide any historic data, even if Kiodex loses data integrity on the Kiodex Systems. 
(d)	Enron Customers who have become Kiodex Customers will access their reportsKiodex Application Reports via the Kiodex Web Site using a Kiodex generated user identification and password.
5.2	Provision and Use of Customer-Specific Enron Transaction Data.  Enron will provide to Kiodex, through the Enron Data Feed, Customer-Specific Enron Transaction Data for the sole purpose of permitting Kiodex to generate risk reportsKiodex Application Reports using the Kiodex Application for the relevant Kiodex Customer, subject to the following conditions, restrictions and requirements: 
(a)	The Kiodex Customer must be an Enron Customer and must have provided Enron with a duly executed Consent and Release.
(b)	For Enron customersCustomers to continue to be able to request reportsKiodex Application Reports at the individual user level, the Kiodex Application will have to mirroraccommodate Enron’s master-user and sub-user structure.  Enron will transmit Customer-Specific Enron Transaction Data to Kiodex at the individual or sub-user level.  Kiodex shall aggregate transactions for customers to a level above sub-user if the Kiodex Customer requests such aggregation, and Enron will have no responsibility to help in this process and cannot be held accountable if it is performed incorrectly.
(c)	Enron owns and will continue to own all Enron Data, including all Intellectual Property Rights in and to such data.  Enron hereby grants to Kiodex a fully paid-up, royalty-free, non-exclusive, worldwide, non-assignable (except as set forth in Section 12.11) right and license during the Term for the sole purpose of allowing Kiodex to use the Customer-Specific Enron Transaction Data solely in conjunction with generating risk reportsKiodex Application Reports for such Customer with the Kiodex Application; and solely in those limited circumstances to use, adapt, transmit, and copy the Customer-Specific Enron Transaction Data, except that to the extent that any of the Customer-Specific Enron Transaction Data is reflected in any Kiodex Application Report, such data must be transmitted in HMTL format for display to such Enron Customer through the Kiodex Web Site.  Enron reserves all of its rights in the Customer-Specific Enron Transaction Data, and Kiodex shall have no rights to or in such data except as expressly set forth in this Agreement.  
(d)	Kiodex agrees and covenants that it will not aggregate, redistribute, sell, transfer, publish or broadcast any Customer-Specific Enron Transaction Data to any person (including Enron Customers or Kiodex Customer) or for any purpose, except as expressly and specifically permitted in this Section.  Specifically, and without limiting the foregoing, Kiodex shall prevent Enron Customers from copying or retrieving any of the Customer-Specific Enron Transaction Data or any Derived Data relating thereto in electronic form; such data shall be available to Enron Customers solely in a “view only” format.In no event may any of the Customer-Specific Enron Transaction Data be made available to the Enron Customer in electronic form except through a data editor which permits a manipulation of data (but not copying of any data) or in a “view only” format.  
(e)	Kiodex agrees that it will not permit any person to directly or indirectly access any of the Customer-Specific Enron Transaction Data or any Derived Data from the Customer-Specific Encrypted Enron Transaction Data (except for providing access to third party maintenance or hosting providers or to third parties in connection with the operation and use of the Kiodex Application and/or the Kiodex Lite Tool through the Kiodex Web Site who have obligations of confidentiality with respect to all such content and data).  Kiodex agrees and covenants that it will not aggregate, redistribute, sell, transfer, publish or broadcast any Customer-Specific Enron Transaction Data to any Person (including Enron Customers or Kiodex Customer) or for any purpose, except as expressly and specifically permitted in this Section.
(f)	Kiodex agrees that it will not permit any Person to directly or indirectly access any of the Customer-Specific Enron Transaction Data or any Enron Derived Data from the Customer-Specific Encrypted Enron Transaction Data (except as set forth in this Section 5.2 or for providing access to third party maintenance or hosting providers or to third parties in connection with the operation and use of the Kiodex Application and/or the Kiodex Lite Tool through the Kiodex Web Site who have obligations of confidentiality with respect to all such content and data).  
ARTICLE VI:  	GENERAL OBLIGATIONS OF THE PARTIES
6.1	Changes to Kiodex Lite Tool and Kiodex Reports.  Upon Enron’s acceptance of the Kiodex Lite Tool, Kiodex will not make any modifications to any aspect of any Kiodex Web Site thatLite Tool or the Kiodex Lite Reports without Enron’s prior approval, which approval may be withheld if Enron reasonably determines that such changes may not be consistent with the “look and feel” of the Enron Web Site or with the then applicable requirements of the Enron Web Site.  In the event of any such changes, Enron will not be obligated to make any changes to the Enron Data Feed or the Enron Web Site; and if such changes (even if approved by Enron) could reasonably be expected to interfere with or disrupt the continued reliability and operations of the Enron Data Feed or any other links to Kiodex that are supported by Enron without providing, Enron with at least [thirty (30)] days advance notice of such modificationsmay suspend, an opportunity to discuss any proposed or scheduled modifications deactivate, and personnel and other support (including payment of Enron's out-of-pocket expenses) for any changes to the Enron Data Feed necessary to avoid such interference /or disruptionremove the Kiodex Links and/or the Kiodex Lite Tool until such concerns are adequately addressed.   No changes may be made to the Kiodex Lite Tool or the Kiodex Reports without adequate testing by both parties to ensure uninterruptedproper operation of the Kiodex Lite Tool consistent with the requirements of this Agreement.  No changes may be made to the Kiodex Reports that would make such Kiodex Reports inconsistent with the functionality, features and performance standards set forth in Exhibit BA without the prior written consent of Enron.
6.2	Changes to the Enron Web Site.   Enron has the right to modify the screen designs, organization, structure, “look and feel,” navigation, content and other elements of the Enron Web Site at any time and from time to time.  In the event such modifications materially and adversely affect the placement or prominence of the Kiodex Lite Tool or any Kiodex Links, Enron will have the right to fulfill the foregoing placement commitment by providing Kiodex with comparable placements in appropriate alternative areas of the Enron Web Site.  Such alternative placement will be chosen by Enron in its reasonable judgment, and Kiodex’s sole remedy will be to have asuch comparable placement.  
6.3	Maintenance.  After the Kiodex Lite Tool Launch Date, in the event of any condition with respect to the Enron Web Site or the Enron Data Feed that results in a significant loss or degradation of functionality of the Kiodex Lite Tool or the Kiodex Application due to causes within Enron’s control, including any Enron Operational Failure, Enron shall promptly supply the services (via telephone or on site, as reasonably requested by Kiodex) of qualified and knowledgeable staff with familiarity with the Enron WebsiteWeb Site so as to promptly restore such lost or degraded functionality; provided, however, that in no event shall Enron have any liability to Kiodex or any third party for any such interruptions or degradations, as Enron is not warranting that such interruptions or degradations will not happen.  
6.4	Technology.  Kiodex will use commercially reasonable efforts to conform the Kiodex Web Site to the then-existing technologies identified by Enron from time to time which are optimized for the Enron Web Site.  Enron may require reasonable changes to the features, functionality or links within any linked pages of the Kiodex Web Site to the extent such features, functionality or links will, in Enron’s good faith judgment, adversely affect any operational aspect of the Enron Web Site.  
6.5	Security.  Kiodex shall ensure the security of all Enron Data and ensure that Enron Data is used only as expressly permitted by this Agreement.  Without limiting the foregoing, Kiodex shall implement such security measures as are reasonably requested by Enron to protect the Enron Data.  
6.6	Operating Standards.  
(a)	.  From and after the Kiodex Lite Tool Launch Date, Kiodex will use commercially reasonable efforts to ensure that the Kiodex Web Site complies in all material respects with the standards set forth in Exhibitthis EAgreement.  In the event Kiodex fails to comply with the operational standards set forth in Exhibit Ethis Agreement (even with its commercially reasonable efforts) and Enron reasonably determines that such failure is adversely affecting the ability of Enron Customers to use the Kiodex Lite Tool, or is otherwise having an adverse effect on any part of the Enron Web Site, Enron will have the right (in addition to any other remedies available to Enron hereunder) to suspend, deactivate and/or remove the Kiodex Lite Tool until such time as Kiodex corrects such non-compliance to Enron’s satisfaction. 
(b)	Kiodex will be responsible for all communications, hosting and connectivity costs and expenses associated with the Kiodex Web Site.  Kiodex will provide all hardware, software, telecommunications lines and other infrastructure necessary to meet traffic demands on the Kiodex Web Site from the Enron Web Site.  
(c)	Kiodex will use commercially reasonable efforts to ensure that: (i) the functionality and features within the Kiodex Web Site are optimized for the client software then in use by Enron Customers; and (ii) the Kiodex Web Site is designed and populated in a manner that minimizes delays when Enron Customers attempt to access such site.  At a minimum, Kiodex will ensure that the risk report is generated within ten (10) seconds of a request for a report, and that if the risk report is not generated within 0.25 seconds, then a page will be displayed by Kiodex with a message indicating that the request is being processed and the report is being generated.
(d)	Kiodex will maintain a graphical user interface within the Kiodex Web Site that is competitive in all material respects with interfaces of other similar sites based on similar technology.
(e)	Kiodex agrees to address technical problems (over which Kiodex exercises control) affecting use by Enron Customers promptly following notice thereof.  
(f)	Kiodex will ensure that the performance and availability of the Kiodex Web Site is monitored on a continuous basis.  Kiodex will provide Enron with contact information (including e-mail, phone, pager and fax information, as applicable, for both during and after business hours) for Kiodex’s principal business and technical representatives, for use in cases when issues or problems arise with respect to the Kiodex Web Site.
(g)	Kiodex will facilitate one initial and subsequent periodic reviews, up to two times per year, of the Kiodex Web Site by Enron in order to evaluate the security risks of such site.  Kiodex will promptly remedy any security risks or breaches of security as reasonably identified by Enron’s operation security team; and in the event of any material concerns by Enron, Enron may disable and/or remove Enron Customer’s access to and/or use of the Kiodex Lite Tool until such time as Kiodex corrects the security concerns of Enron at  issue to Enron’s satisfaction.
(h)	Kiodex will provide Enron with scripts to common questions and issues related to the use of the Kiodex Application and/or the Kiodex Lite Tool.  Kiodex will provide second level support to Enron to support the Enron Customer’s use of the Kiodex Applications and/or Kiodex Lite Tool, and Kiodex will provide all Enron Customers with a toll free number for customer support, which number will be published on a page of the Kiodex Web Site.  
(i)	Kiodex shall not in any manner state or imply that Enron recommends or endorses Kiodex or Kiodex’s products (e.g., statements that Kiodex is an  “official” or “preferred” provider of products or services for Enron).  
(j)	Kiodex will promptly inform Enron of any information related to the Kiodex Web Site of which Kiodex has actual knowledge which is reasonably likely to lead to a material claim, demand, or liability of or against Enron and/or its affiliates by any third party.
(k)	It is the sole responsibility of Kiodex to provide customer service to persons or entities purchasing Kiodex Applications through the Enron Web Site.  Kiodex will bear full responsibility for all customer service, including without limitation, order processing, billing, fulfillment, shipment, collection and other customer service associated with any Kiodex products offered, sold or licensed through the Kiodex Web Site, and Enron will have no obligations whatsoever with respect thereto.  
6.7	Traffic Flow.  Kiodex will use commercially reasonable efforts to ensure that traffic originating from the Enron Web Site is either kept within the Kiodex Web Site or channeled back into the Enron Web Site.  The Partiesparties will work together on implementing mutually acceptable links and other navigational elements from the Kiodex Web Site back to the Enron Web Site.  In the event that Enron points or otherwise delivers traffic to the Kiodex Web Site, Kiodex will ensure that navigation back to the Enron Web Site from such site, whether through a particular pointer or link, the “back” button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by Kiodex through the use of any intermediate screen or other device not specifically requested by the Enron Customer, including without limitation through the use of any html pop‑up window or any other similar device.
ARTICLE VII:  	PAYMENT
7.1	Warrant
(a)	In consideration for Enron’s agreements and undertakings hereunder, on the Effective Date, Kiodex shall issue to Enron Net Works LLC a warrant in the form of Exhibit D C attached hereto (the “Warrant”) to purchase up to 2,279,613 shares of Common Stock.  
(b)	The Warrant may be exercised until the Expiration Date (as defined in the Warrant) to purchase the number of Warrant Shares (as defined in the Warrant) set forth in the Vesting Schedule contained in the Warrant.  As set forth in the Vesting Schedule, the number of Warrant Shares that may be purchased upon exercise of the Warrant increases as the number of Qualified Users increases.  
7.2	Qualified Users.  On a monthly basis, Kiodex will provide Enron with a report indicating the number of Qualified Users.  Upon at least thirty (30) days prior written notice, Enron will have the right to have an independent third-party audit who is reasonably acceptable to Kiodex review and audit, during regular business hours, any records or other information that Kiodex may have to confirm the number of Qualified Users reported by Kiodex.  Any such auditor shall be required to sign a confidentiality agreement with Kiodex (in a form reasonably acceptable to both parties), and such auditor shall provide to Enron only that information which Enron reasonably needs to verify the number of Qualified Users.  Such reports are for information purposes only and shall not be binding on Enron for purposes of establishing the number of Qualified Users under the Warrant.
7.3	Legal Opinion.  Contemporaneously with the execution of this Agreement, Kiodex will deliver to Enron and Enron Net Works Investments LLC an opinion from Kiodex’s counsel dated the Effective Date, addressed to Enron, and satisfactory in form and substance to Enron and Enron Net Works Investments LLC, in the form set forth in Exhibit HF subject to customary assumptions, limitations and qualifications.
7.4	Legend.  The Warrant and each certificate representing the shares of Common Stock issuable upon exercise of the Warrant (“Warrant Shares”) shall bear a legend substantially in the following form:
[THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT] [THE SHARES REPRESENTED BY THIS CERTIFICATE] HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.  [THIS WARRANT] [SUCH SHARES] MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, UNTIL (I) A REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS OR (II) KIODEX RECEIVES AN OPINION OF COUNSEL THAT SUCH SECURITIES MAY BE TRANSFERRED WITHOUT REGISTRATION.
ANY SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF __________, 2001, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
Kiodex shall cause the foregoing legend to be removed from the Warrant or the certificates representing any restricted securities (as defined under Rule 144 under the Securities Act), at the request of the holder thereof, at such time as they cease to be restricted securities.
ARTICLE VIII:  	TERM AND TERMINATION
8.1	Term.  This Agreement will commence upon the Effective Date and shall continue for five (5) years fromuntil the fifth anniversary of the Effective Date, unless terminated earlier in accordance with this Agreement (the “Term”).
8.2	Termination by Kiodex.  Upon the occurrence of any of the following:
(a)	The Enron Data Feed Launch Date shall not have occurred on or before JuneSeptember 1,30, 2001, in accordance with Article III; 
(b)	A Bankruptcy Event occurs with respect to Enron;
(c)	A Kiodex Regulatory Event shall have occurred that shall not have been suspended, terminated, remedied or otherwise resolved to the reasonable satisfaction of Kiodex within five (5) days of Enron’s receipt of written notice of the occurrence of such event; 
(d)	An Enron Operational Failure shall have occurred;  
(e)	A Change of Control shall have occurred with respect to Enron;
(f)	(e) Enron shall be in default of any provision of this Agreement, and such default has not been cured within sixty (60) days after Enron’s receipt of a written notice of such default; or
(g)	(f) at any time after the date that is two (2) years fromearlier to occur of (i) the third year anniversary of the Effective Date, and (ii) thirty (30) months after the Kiodex Lite Tool Launch Date, Kiodex determines, in its sole discretion, that it is not in Kiodex's commercial or business interests to continue to perform this Agreement;
then Kiodex may, upon  [ten thirty (1030)] days prior written notice to Enron, terminate this Agreement; provided, however, that pending (by virtue of any cure or notice period that is provided under this Agreement) any such termination of this Agreement, upon written notice to Enron Kiodex may disable, deactivate and/or remove the Kiodex Lite Tool during any applicable cure period.
8.3	Termination by Enron.  Upon the occurrence of any of the following:
(a)	The Kiodex Lite Tool Launch Date shall not have occurred on or before June 1, 2001, in accordance with Article IIISeptember 30, 2001, or such other date as may be mutually agreed to by the parties;
(b)	Enron shall have suspended, disabled, deactivated, or removed the Kiodex Lite Tool or any of the Kiodex Links on three (3) or more occasions within any [six (6)] month period, and such suspensions taken together reflect, in Enron’s reasonable judgment, material deficiencies in the reliability or operational integrity of Kiodex’s Application, the Kiodex Web Site, or the Kiodex Systems;
(c)	A Bankruptcy Event shall have occurred with respect to Kiodex;
(d)	An Kiodex Operational Failure shall have occurred;
(e)	A Change of Control shall have occurred with respect to Kiodex;
(f)	An Enron Regulatory Event shall have occurred that shall not have been suspended, terminated, remedied or otherwise resolved to the reasonable satisfaction of Enron within five (5) days of its occurrence; 
(g)	if Enron determines in its reasonable discretion that the Kiodex Web Site, the Kiodex products (including the Kiodex Lite Tool and the Kiodex Application) or security measures relating to the Enron Data do not meet Enron’s standards, and Kiodex shall have failurefailed to fully address Enron’s concerns within [thirtysixty (3060)] days after it receives written notice of such concerns;
(h)	Kiodex shall be in default in any material respect of the Warrant or the Stockholders’ Agreement in respect of the Warrant Shares and Kiodex shall have failed to cure such default within thirty (30) days after its receipt of notice of such default; 
(i)	Kiodex shall be in defaultbreach of any provision of this Agreement, and such defaultbreach has not been cured within sixty (60) days after Kiodex’s receipt of a written notice of such default; or
(j)	at any time after the date that is two (2) years fromearlier to occur of (i) the third anniversary of the Effective Date, or (ii) thirty (30) months after the Kiodex Lite Tool Launch Date, Enron determines, in its sole discretion, that it is not in Enron's commercial or business interests to continue to perform this Agreement;
(k)	if Kiodex has not consummated an equity financing transaction with Warburg Pincus Equity Partners L.P. or its Affiliates on or before April 13, 2001, with Kiodex receiving proceeds of that transaction of at least $15 million and based on an equity valuation (immediately prior to such financing) of at least $33 million.
then Enron may, upon [tenthirty (1030)] days prior written notice to Kiodex, terminate this Agreement; provided, however, that pending (by virtue of any cure or notice period that is provided in this Agreement) any such termination of this Agreement, upon written notice to Kiodex Enron may suspend, disable, deactivate and/or remove the Enron Data Feed, the Kiodex Lite Tool and other Kiodex features on the Enron Web Site during any applicable cure period. 
8.4	Consequences of Termination.  In the event that this Agreement is terminated for any reason (a) Enron’s obligations to provide the Enron Data Feed and placement of the Kiodex Lite Tool on the Enron Web Site shall terminate immediately; (b) Kiodex shall purge any Encrypted Enron Transaction Data, and Customer-Specific Enron Transaction Data, and Enron Market Data that was provided to Kiodex prior to the termination of the Agreement, unless Kiodex has received the express authority to retain such information from the relevant Enron Customer after such Enron Customer has been advised of the termination of this Agreement; and (c) neither party will have any further obligations hereunder except as provided in Section 12.1.
8.5	Non-Exclusive Remedies.  The exercise of a party’s right to terminate this Agreement under Sections 8.2 and 8.3, respectively, shall not limit that party’s right to seek damages or other relief to which it may be entitled in law or under equity.
ARTICLE IX:  	REPRESENTATIONS AND WARRANTIES
9.1	Representations and Warranties of Kiodex.  Kiodex represents and warrants to Enron as follows:
(a)	Organization.  Kiodex is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and all governmental licenses, permits, authorizations, consents and approvals required to own and lease its properties, to carry on its business as currently conducted and as proposed to be conducted and to enter into and perform its obligations under this Agreement and the Warrant and to carry out the transactions contemplated hereby and thereby.  
(b)	Authorization.  Kiodex has all requisite power and authority to carry out the transactions contemplated hereby and by the Warrant, and the execution, delivery and performance by Kiodex of this Agreement and the Warrant and the consummation by Kiodex of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action including necessary stockholder action.  This Agreement and the Warrant have been duly executed and delivered on behalf of Kiodex and constitute the valid and binding obligations of Kiodex, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies.  The execution, delivery and performance of this Agreement and the Warrant, compliance with the provisions hereof and thereof by Kiodex and the issuance, sale and delivery of the Warrant and the Warrant Shares, do not and will not, with or without the passage of time or the giving of notice or both, (a) violate any law, rule, statute, regulation or ruling, order or judgment of any court, administrative agency or other governmental entity applicable to Kiodex or any of its assets, (b) violate or conflict with any provision of the Second Amended and Restated Certificate of Incorporation of Kiodex or By-Laws of Kiodex as in effect on the Effective Date, (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any contract to which Kiodex is a party or by which any of the assets of Kiodex are bound, or (d) result in the imposition of any liens, security interests, charges and other encumbrances of any kind or any other right of any third party (“Liens”) upon any of the assets of Kiodex, other than, the case of clauses (a), (c) and (d), any such violations, conflicts, breaches, defaults or Liens which individually or in the aggregate could not reasonably be expected to have a material adverse effect on the business, prospects, assets, condition (financial or otherwise) or results of operations of Kiodex and its subsidiaries taken as a whole.  
(c)	Authorization of Warrant Shares.  The issuance, sale and delivery by Kiodex of the Warrant Shares have been duly authorized by all requisite corporate action of Kiodex, and the Warrant Shares, when issued, sold and delivered upon exercise of the Warrant, will be validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof (except as contemplated by this Agreement), and free and clear of any Liens imposed by or through Kiodex except as set forth in the Stockholders’ Agreement among Enron, Kiodex and the other parties thereto dated as of even date herewith (the “Stockholders’ Agreement”).
(d)	No Governmental Consent or Approval Required.  Subject to the accuracy of the representations and warranties of Enron set forth in Section 9.2, no authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body or any other person is required for or in connection with the valid and lawful authorization, execution, delivery and performance by Kiodex of this Agreement and the Warrant, for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Warrant and the Warrant Shares, other than filings pursuant to federal or state securities laws (all of which filings have been made by Kiodex, other than those which are required to be made after the Effective Date and which will be duly made on a timely basis) in connection with the sale of the Warrant.
(e)	Non-Infringement.  To the best of Kiodex’s knowledge, neither the Kiodex Lite Tool nor the Kiodex Application (excluding any Enron Data incorporated therein), nor Enron’s use of the Kiodex Application and the Kiodex Lite Tool as contemplated by this Agreement, infringe any Intellectual Property Rights of any third party.
9.2	Representations and Warranties by Enron.  Enron represents and warrants to Kiodex that:
(a)	Power and Authority.  Enron has all requisite power and authority to carry out the transactions contemplated hereby, and the execution, delivery and performance by Enron of this Agreement have been duly authorized by all requisite corporate action respecting Enron.  This Agreement has been duly executed and delivered on behalf of Enron and constitutes the valid and binding obligation of Enron, enforceable against Enron in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies.  The execution, delivery and performance of this Agreement and compliance with the provisions hereof by Enron, do not and will not, with or without the passage of time or the giving of notice or both, (a) violate any law, rule, statute, regulation or ruling, order or judgment of any court, administrative agency or other governmental entity applicable to Enron or any of its assets, (b) violate or conflict with any provision of its organizational documents as in effect on the Effective Date, (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material contract to which Enron is a party or by which any of the assets of Enron are bound, or (d) result in the imposition of any Lien upon any of the assets of Enron, other than any such violations, conflicts, breaches, defaults or liens which individually or in the aggregate could not reasonably be expected to have a material adverse effect on the ability of Enron to perform its obligations under this Agreement.
(b)	Investment.  Enron is acquiring the Warrant for its own account, for investment and not for, with a view to, or in connection with the distribution thereof.
(c)	Access to Information.  Enron or its representatives during the course of this transaction, and prior to the purchase of the Warrant, has had the opportunity to ask questions of and receive answers from representatives of Kiodex concerning the terms and conditions of the offering of the Warrant, and to obtain any additional information, documents, records and books relative to Kiodex and its business, necessary to make an informed investment decision relative to the financial data and business of Kiodex.
(d)	General Access.  Enron or its representatives have received and read or reviewed, and are familiar with, this Agreement and confirm that all documents, records and books pertaining to Enron’s investment in Kiodex and requested by Enron or its representative have been made available or delivered to it.
(e)	Sophistication and Knowledge; Accredited Investor.  Enron (i) (A) has sufficient knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby, and (B) is able to bear the economic risk of such investment, and (ii) is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.
(f)	Non-Infringement.  Enron represents and warrants to Kiodex that, to the best of Enron’s knowledge, assuming that the Enron Customer has consented to Enron’s disclosure of such user’s specific transactions to Kiodex, the Enron Transaction Data and Kiodex’s use of the Enron Transaction Data in accordance with the terms of this Agreement, do not infringe any Intellectual Property Rights of any third party.
9.3	Mutual Disclaimer of Representations and Warranties.  THE ENRON DATA FEED, THE ENCRYPTED ENRON TRANSACTION DATA, CUSTOMER-SPECIFIC ENRON TRANSACTION DATA, AND ENRON MARKET DATA AND ACCESS TO THE ENRON WEB SITE ARE PROVIDED BY ENRON “AS IS.”  ENRON DOES NOT WARRANT THAT THE OPERATION OF THE ENRON DATA FEED OR ANY PART OF THE ENRON WEBSITEWEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE.  THE KIODEX LITE TOOL, THE KIODEX APPLICATION AND ACCESS TO THE KIODEX WEB SITE ARE PROVIDED BY KIODEX “AS IS.”  KIODEX DOES NOT WARRANT THAT THE OPERATION OF THE KIODEX LITE TOOL, THE KIODEX APPLICATION OR THE KIODEX WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE.  THE WARRANTIES SET FORTH IN THIS ARTICLE IX ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE ON ANY PRODUCT OR SERVICE PROVIDED HEREUNDER.  
ARTICLE X:  	OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS  
10.1	Kiodex Property.  As between Enron and Kiodex, Kiodex shall retain all ownership rightsright, title and interest (including any and all Intellectual Property Rights) in and to the Kiodex Application, the Kiodex Web Site, and the Kiodex Lite Tool, the Kiodex Reports (excluding any Enron Data incorporated therein) and the Kiodex Derived Data, and no transfer of ownership or title therein (including any Intellectual Property Rights) is contemplated by or will result from this Agreement.  Enron is granted no rights in the Kiodex Lite Tool, the Kiodex Application, the Kiodex Reports and the Kiodex Derived Data except those expressly set forth in this Agreement and Kiodex reserves all of its rights in and to the Kiodex Web Site, the Kiodex Lite Tool, the Kiodex Application, the Kiodex Reports and the Kiodex ApplicationDerived Data.  At Kiodex’s request, Enron shall include Kiodex’s copyright notice, patent marking or other indicia of Kiodex’s ownership on any portion of the Kiodex Lite Tool and the Kiodex Lite Reports that isare used, accessed, or otherwise deployed by Enron pursuant to this Agreement, in the manner and format reasonably requested by Kiodex.  Enron will promptly notify Kiodex if a senior officer of Enron learns that any third party is violating Kiodex’s Intellectual Property Rights in the Kiodex Lite Tool. 
10.2	Enron Property.  As between Kiodex and Enron, Enron shall retain all ownership rights (including any and all Intellectual Property Rights) in and to any and all of the Enron Data and the Enron Web Site, and no transfer of ownership or title (including any Intellectual Property Rights) is contemplated by or will result from this Agreement.  Kiodex is granted no rights in the Enron Web Site or any Enron Data, except those expressly set forth in this Agreement, and Enron reserves all of its rights in and to the Enron Web Site and all Enron Data.  At Enron’s request, Kiodex will include Enron’s or any third party licensor’s copyright and/or trademark notice or other indication of ownership on the portion of the Kiodex Web Site from which the Kiodex Lite Tool is accessed, in a manner and format reasonably requested by Enron, to indicate Enron’s proprietary interests in and ownership of all Enron Data and other Intellectual Property Rights.  Kiodex will promptly notify Enron if a senior officer of Kiodex learns that any third party is violating Enron’s Intellectual Property Rights in the Enron Web Site or any of the Enron Data, or that there has been a breach of any of the terms of the licenses granted hereunder.
ARTICLE XI:  	INDEMNIFICATION; LIMITATION OF LIABILITY
11.1	Kiodex Infringement Indemnity.
(a)	Kiodex shall indemnify and defend Enron and its Affiliates, and their respective members, partners, officers, directors, employees and agents (each, a “Enron Indemnitee”) from and against any third-party claim that the Kiodex Lite Tool or, the Kiodex Application, the Kiodex Reports (excluding any Enron Data incorporated therein) the Kiodex Derived Data, and/or the Kiodex Web Site, infringes any Intellectual Property Right, and Kiodex will pay any liabilities, damages and expenses (including reasonable attorneys’ fees) attributable to such claims; provided that Kiodex will not be liable for any settlement by Enron without Kiodex’s prior written consent, which consent shall not be unreasonably withheld or delayed. 
(b)	Kiodex shall have no obligations under Section 11.1(a) if either (i) the infringement is caused by the use of products supplied by a party other than Kiodex in combination with the Kiodex Lite Tool or the Kiodex Application; (ii) the infringement is caused by the modification of the Kiodex Lite Tool, the Kiodex Application or the Kiodex ApplicationReports by Enron; (iii) the infringement is caused by Kiodex’s compliance with a specification provided by Enron or its representative; or (iv) the infringement is caused by the use of other than the then current version of the Kiodex Lite Tool or the Kiodex Application. 
(c)	If the Kiodex Lite Tool or the Kiodex Application is, or Kiodex believes is likely to become, subject to any claim of infringement, Kiodex shall have the option, at its expense, to (i) modify the Kiodex Lite Tool and/or the Kiodex Application to be non-infringing so long as the functionality of such product is not materially affected; or (ii) obtain for Enron a license to continue using the Kiodex Lite Tool.  If Kiodex does not elect either of the above options, then either party may terminate this Agreement.
11.2	Kiodex General Indemnity.  Kiodex shall indemnify and defend Enron Indemnitees from and against any third party claims arising from or connected with (a) the breach of any representation or warranty expressly made by Kiodex hereunder, (b) the breach of any covenant or agreement made by Kiodex hereunder, (c) the use of the Kiodex Lite Tool, any Kiodex Application, any of the Enron Data, or (d) the use of any Enron Derived Data, whether or not such Enron Derived Data is contained in any report generated by Kiodex through the Kiodex Lite Tool or otherwise, except for claims which arise directly and solely from or relate directly and solely to breaches of Enron’s obligations under this Agreement, and Kiodex shall pay any liabilities, damages and expenses (including reasonable attorneys’ fees) attributable to such claims; provided that Kiodex will not be liable for any settlement by Enron without Kiodex’s prior written consent, which consent shall not be unreasonably withheld or delayed.  
11.3	Enron Indemnity.  Enron shall indemnify and defend Kiodex and its affiliates,Affiliates, and their respective officers, directors, employees and agents (each, a “Kiodex Indemnitee”) from and against any third party claims arising from or connected with (a) the breach of any representation or warranty expressly made by Enron hereunder, or (b) the breach of any covenant or agreement made by Enron hereunder, except for claims which arise directly and solely from or relate directly and solely to breaches of Kiodex’s obligations under this Agreement or fall within Kiodex’s indemnification obligations under this Agreement, and Enron shall pay any liabilities, damages and expenses (including reasonable attorneys’ fees) attributable to any such claims; provided that Enron will not be liable for any settlement by Kiodex without Enron’s prior written consent, which consent shall not be unreasonably withheld or delayed.  
11.4	Indemnity Procedures.  Each party will provide prompt written notice of any claim for which it is seeking indemnification to the indemnifying party.   The indemnifying party shall have control over the defense of the claim, except that the indemnified party may participate in such defense with counsel at its own expense.  The indemnified party will provide the indemnifying party will such assistance, information, and authority as the indemnifying party may reasonably request.
11.5	11.4 Limitations of Liability.  
(a)	SUBJECT TO THE EXCEPTIONS SET FORTH IN SECTION 11.411.5(DC) BELOW, IN NO EVENT WILL ANY OF ENRON, KIODEX, OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES, BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL 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 RELATING TO THE USE OF THE KIODEX LITE TOOL, THE KIODEX APPLICATION, OR ANY DATA PROVIDED BY ENRON, OR AS A RESULT OF OR ARISING OUT OF USING, ACCESSING, DEACTIVATING OR ATTEMPTING TO ACCESS THE KIODEX LITE TOOL, THE KIODEX APPLICATION OR OTHERWISE, OR IN RESPECT OF ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES; EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
(b)	SUBJECT TO THE EXCEPTIONS SET FORTH IN SECTION 11.411.5(DC) BELOW, KIODEXEACH PARTY’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED $______________________________.BE LIMITED TO ONE MILLION DOLLARS ($1,000,000) IN THE AGGREGATE.  If any damages result from Enron’s use of the Kiodex Lite Tool or Derived Data, such liability shall be as limited in the applicable Kiodex Customer Agreement.
(c)	SUBJECT TO THE EXCEPTIONS SET FORTH IN SECTION 11.4(D) BELOW, ENRON’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED $______________________________.  
(c)	(d) The limitations set forth in this Section 11.411.5 shall not apply to any of the following:
(i)	A deliberate and willful breach of the obligations of nondisclosure and nonuse as set forth in Section 12.2;
(ii)	Any liability relating to claims by third parties other than Enron, Kiodex or their respective Affiliates to the extent covered by the indemnities set forth in Article  XI;  or 
(iii)	Any claims relating to the breach of Kiodex’s obligations relating to the restrictions on use of any of the Enron Data.
ARTICLE XII:  	OTHER PROVISIONS
12.1	Survival. The provisions of Articles X and XI, and of Sections 7.4, 8.4, 8.5, 9.2(c), 9.3, 12.2, 12.12, and 12.13, and of Sections 3.5, 4.2 and 5.2 to the extent that Kiodex retains any of the Enron Data after the termination of this Agreement, shall survive the termination or expiration of this Agreement, and shall continue in effect and inure to the benefit of and be binding upon the parties, including their legal representatives, heirs, successors and permitted assigns.
12.2	Confidentiality.
(a)	The parties acknowledge and agree that by virtue of this Agreement, the parties may have access to information that is confidential to the other party (“Confidential Information”).  Confidential Information shall include the Enron Data, the terms and payment terms of this Agreement, a party’s business information and processes not known by or available to the general public, all information clearly identified by a party as its Confidential Information, and information of the parties which a reasonable person would deem to be of a confidential or proprietary nature under the circumstances of its receipt.  Each party agrees (a) to maintain the confidence of the other party’s Confidential Information; (b) to use such Confidential Information only as permitted hereunder; (c) to not make the other party’s Confidential Information available in any form to any third party for any purpose other than to members, limited partners, officers, directors, employees, partners, attorneys, accountants, affiliates and contractors (the “Permitted Recipients”) as necessary for the implementation of this Agreement and so long as the Permitted Recipients maintain such information in confidence on terms substantially similar to those contained hereunder; and (d) to be responsible to the other party to this Agreement for any breach of confidentiality by such Permitted Recipient.  A party’s Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party in violation of its obligations hereunder; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is disclosed to the other party by a third party and which the other party believes is not subject to a confidentiality agreement between such third party and the disclosing party.  In the event that the receiving party needs to make disclosures of Confidential Information (x) for securities law purposes, or (y) pursuant to law, regulation, government agency or court order, discovery request, subpoena, or civil investigative demand, then to the extent legally permissible, in the case of (x) above the receiving party shall provide the disclosing party with prompt written notice so that the disclosing party can work with the receiving party to limit the disclosure to the greatest extent possible consistent with legal obligations; or in the case of (y) above the receiving party shall use reasonable efforts to minimize such disclosure and to obtain an assurance that the recipient shall accord confidential treatment to the Confidential Information, and shall notify the disclosing party contemporaneously of such disclosure.
(b)	Immediately upon the termination of this Agreement for any reason, each party shall: (a) stop using the Confidential Information of the other party then in its possession or under its control; (b) in the case of Enron Data, delete such Enron Data from the Kiodex Systems (except Enron Market Data retained as historical data, or Enron Transaction Data that Kiodex has the express authority of the Enron Customer to retain); and (c) at the option of the other party, either destroy or return to such other party all such Confidential Information in tangible form and all copies thereof, and certify in writing that the foregoing has been done.
(c)	Immediately upon the termination of any Kiodex Customer Agreement, Kiodex shall: (a) stop using the Encrypted Enron Transaction Data, and Customer-Specific Enron Transaction Data, and Enron Market Data related to that particular Kiodex Customer then in its possession or under its control and delete such data from the Kiodex Systems (except for such Enron Transaction Data that Kiodex has the express authority of the Enron Customer to retain); and (b) at Enron’s option, either destroy or return to such Enron all other Confidential Information in tangible form and all copies thereof, and certify in writing that the foregoing has been done.
12.3	Costs.  Unless expressly provided herein otherwise, each party will be responsible for all costs and expenses associated with the set-up, operation and maintenance of its respective web site and systems and the performance of its obligations hereunder.
12.4	Notices.  Any notice or communication given pursuant to this Agreement by any party to any other party shall be in writing and shall be sufficiently given if personally delivered, sent by facsimile or other means of electronic transmission (other than e-mail) or by overnight courier with a reputable tracking system (such as FedEx, UPS and Airborne) or sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses or to such other address as any party may hereafter designate to the others by like notice:
(a)	if to Kiodex, to:
Kiodex, Inc.
3 New York Plaza, 15th Floor
New York, NY
Attention:  General Counsel
Facsimile:  646-437-3910
	with a copy to:
John Kennedy, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, NY  10104
Facsimile: (212) 468-7900
(b)	if to Enron, to:
Enron Net Works LLC
780 Third Avenue
25th Floor		
New York, New York 10017
Attn:	Jay Fitzgerald
Telephone:  (212) 702-3934
Facsimile:  (212) 702-3950
with a copy to:
Enron Net Works LLC
1400 Smith Street
Houston, Texas 77002-7361
Attn:  Compliance Department, Donna Lowry
Telephone:  (713) 853-1939
Facsimile:  (713) 646-4039
Notices shall be deemed to have been given (i) when personally delivered, (ii) if mailed, on the earlier of (A) three days after the date on which deposited in the mails, and (B) the date on which received, or (iii) if sent by overnight courier or facsimile transmission, on the date on which received; provided, that notices of a change of address shall not be deemed given until the actual receipt thereof.  The provisions of this Section shall not prohibit the giving of written notice in any other manner; any such written notice shall be deemed given only when actually received.
12.5	Entire Agreement.  This Agreement, its Exhibits, the Warrant and the other documents referred to herein or delivered pursuant hereto contain the entire agreement among the parties with respect to the transactions contemplated hereby and supersede all prior negotiations, commitments, agreements and understandings.
12.6	Severability.  If any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and all other applications thereof shall not in any way be affected or impaired thereby.
12.7	Relationship of the Parties.  The relationship of the parties is that of independent contractors. Nothing contained herein will be construed to imply a partnership, joint venture, principal-agent relationship, or any other joint relationship, and neither party will have the right, power or authority to bind or create any obligation, express or implied, on behalf of the other party.
12.8	Counterparts.  This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement.
12.9	Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.
12.10	Assignment.  Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably denied or withheld, except that Enroneither party may assign this Agreement to any Affiliate of Enronits Affiliates.
12.11	Amendments; Waivers.  This Agreement may be amended only by a written instrument executed by Kiodex and Enron.  No such waiver or consent shall be valid unless in writing.  No failure or delay by any party in exercising any right and remedy shall operate as a waiver thereof, and a waiver of a particular right or remedy on one occasion shall not be deemed a waiver of any other right or remedy or a waiver on any subsequent occasion.  No course of dealing between Kiodex and Enron shall operate as a waiver of any right or remedy by the Investor.
12.12	Arbitration.  If a dispute between the parties arises out of or in connection with this Agreement, then either party may refer or the Warrant, such dispute toshall be resolved by binding arbitration under the following provisions.
(a)	Any and all claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in question arising out of or relating to this Agreement or any provision hereof, the alleged breach hereof, or in any way relating to the subject matter of this Agreement or the relationship between the parties created by this Agreement, involving the parties and/or their respective representatives (all of which are referred to herein as “Claims”), even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort, or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief, shall (except as provided in Section 12.13) be resolved by binding arbitration pursuant to this Agreement and the Federal Arbitration Act.
(b)	A party that wishes to refer a Claim to arbitration (the “Referring Party”) must provide notice (an “Arbitration Notice”) to the other party (the “Non‑Referring Party”) stating:  (i) a general description of the Claim; and (ii) that the Claim is being referred to arbitration under this Section.
(c)	The Referring Party and the Non-Referring Party, shall endeavor to agree promptly on a panel of three arbitratorsone (1) neutral arbitrator knowledgeable in the Internet industry.  If on or before the 15th day following receipt of the Arbitration Notice they have not so agreed on the three arbitratorsarbitrator, then the Referring Party and the Non-Referring Party shall, by notice to each other given within 30 days after the Arbitration Notice, each designate one arbitrator who need not be impartial. The two arbitrators so designated shall endeavor to designate promptly a third arbitrator.  If the two arbitrators have not designated the third arbitrator by the 15th day following the designation of the second arbitrator, or if a second arbitrator has not been designated by the 15th day following the designation of the first, either Party may request the American Arbitration Association (the “AAA”) to designate thean remainingimpartial arbitrator(s).  TheSuch thirddesignated arbitrator shall take an oath of neutrality.  If anythe arbitrator resigns, becomes incapacitated, or otherwise refuses or fails to serve or to continue to serve as an arbitrator, then the party or arbitrator entitledparties will follow the procedure set forth above to designate that arbitrator shall promptly designate a successorreplacement.
(d)	The validity, construction, and interpretation of this agreementAgreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant to this agreement to arbitrate, including but not limited to, the determination of the issues that are subject to arbitration (i.e., arbitrability), the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this agreementAgreement or this arbitration provision, allegations of waiver, laches, delay or other defenses to arbitrability, and the rules governing the conduct of the arbitration (including the time for filing an answer, the time for the filing of counterclaims, the times for amending the pleadings, the specificity of the pleadings, the extent and scope of discovery, the issuance of subpoenas, the times for the designation of experts, whether the arbitration is to be stayed pending resolution of related litigation involving third parties not bound by this arbitration agreement, the receipt of evidence, and the like), shall be decided by the arbitratorsarbitrator to the extent not provided for herein and shall be governed by and construed pursuant to the Federal Arbitration Act.  In deciding the substance of the parties’ Claims, the arbitratorsarbitrator shall apply the substantive laws of the State of New York in accordance with this Agreement.  The arbitratorsarbitrator shall not have the authority to award any treble, punitive, special, exemplary, incidental, indirect or consequential damages.  The arbitratorsarbitrator shall not have the authority to modify or amend any term or provision of this Agreement.  The arbitratorsarbitrator shall have the authority to assess the costs and expenses of the arbitration proceeding (including the arbitrators’ fees and expenses and attorneys’ fees and expenses) against either or both parties.  However, each party shall bear its own attorneys fees and the arbitrators shall have no authority to award attorneys fees.
(e)	The arbitration shall be conducted in New York, New York, or such other place as the parties may agree.  The arbitratorsarbitrator shall set the date, the time, and the place of the hearing, which must commence on or before the 120th day following the designation of the third arbitrator.  All decisions of the three arbitrators shall be made by majority vote.  The arbitration shall be conducted under the procedures set forth in The Commercial Arbitration Rules of the AAA to the extent not inconsistent with the provisions of this Agreement.  The arbitration shall be self-administered by the parties until selection of the arbitratorsarbitrator, and thereafter shall be administered by the arbitratorsarbitrator; provided, if a party believes the process will be enhanced if it is administered by the AAA, such party shall have the right to cause the process to become administered by the AAA by applying to the AAA and, thereafter, the arbitration shall be conducted pursuant to the administration of the AAA.  In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitratorsarbitrator shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings.  There shall be no transcript of the hearing.  The final hearing shall not exceed ten (10) business days, with each party to be granted one-half of the allocated time to present its case to the arbitratorsarbitrator.  All proceedings conducted hereunder and the decision of the arbitratorsarbitrator shall be kept confidential by the parties.
(f)	The arbitrator(s) shall render their award on or before the 15th day following the last session of the hearing fully resolving all Claims that are the subject of the proceeding.  The arbitrators’arbitrator’s ultimate decision after final hearing shall be in writing.  The party against which the award assesses a monetary obligation shall pay that obligation on or before the 30th calendar day following the decision or such other date as the decision may provide.  Any award of the arbitratorsarbitrator shall be consistent with the limitations and terms of this Agreement.  The arbitratorsarbitrator shall certify in their decision that no part of the award includes any amount for treble, punitive, special, exemplary, incidental, consequential or other damages not allowed herein.  The arbitratorsarbitrator’s award may be confirmed in, and judgment upon the award entered by, any federal or state court having jurisdiction over the parties.
(g)	The decisions of the arbitrator(s) shall be final and binding on the parties and non-appealable to the maximum extent permitted by law.
(h)	It is the intent of the parties that the arbitration proceeding shall be conducted expeditiously, without initial recourse to the courts and without interlocutory appeals of the arbitrators’ decisions to the courts.  However, if a party refuses to honor its obligations under this agreementAgreement to arbitrate, the other party may obtain appropriate relief compelling arbitration in any court having jurisdiction over the parties; the order compelling arbitration shall require that the arbitration proceedings take place in HoustonNew York, TexasNew York, as specified above.  The parties may apply to any state or federal court having jurisdiction for orders requiring witnesses to obey subpoenas issued by the arbitratorsarbitrator.  Moreover, any and all of the arbitratorsarbitrator’s orders and decisions may be enforced if necessary by any state or federal court having jurisdiction.  Each party agrees that arbitration pursuant to this Section shall be the exclusive method for resolving all Claims in arbitration and that it will not commence an action or proceeding, except as provided in this Section. or in Section 12.13.
12.13	Injunctive Relief.  Each party acknowledges and agrees that great loss and irreparable damage may be suffered by the other party should such party breach or violate any of the terms or provisions of this Agreement relating to the protection of the other Party’s Confidential Information and Intellectual Property Rights.  Therefore, in addition to all other remedies provided at law or in equity and notwithstanding the provisions relating to arbitration hereunder, each party agrees that the other party shall be entitled to seek from a court of competent jurisdiction a temporary restraining order and a permanentpreliminary injunction against the other party.  After seeking such temporary relief, all matters (including permanent injunctive relief) shall be decided by the arbitrator pursuant to proceedings under Section 12.12.
12.14	Governing Law.
(a)	This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of laws principles thereof that would cause the application of the laws of a jurisdiction other than the State of New York.
(b)	Each party hereto hereby consents to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and irrevocably agrees that all actions or proceedings relating to or arising out of this Agreement may be tried and litigated in such courts.  Each party hereto hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit, or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this agreement or the subject matter hereof may not be enforced in or by any of the above-named courts.  Each of the parties hereto hereby consents to service of process in any such action, suit, or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, to the persons and at the addresses set forth in Section 12.4 above, is reasonably calculated to give actual notice, and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that such service of process does not constitute good and sufficient service of process.
[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
KIODEX, INC.					ENRON NET WORKS LLC
By:  ____________________				By:  ____________________
Name:  __________________			Name:  __________________
Title:  ___________________			Title:  ____________________

Exhibit A – Description of the Kiodex Application
[to be provided by Kiodex]Exhibit B – Description of the Kiodex Lite Tool 
1.	The Kiodex Lite Tool will use Encrypted Enron Transaction Data and Enron Market Data to price basis swaps, futures, forwards, swaps, American options, European options and Asian options modeled in the markets of (a) crude and refined oil and (b) natural gas at principal North American delivery pointsSpecified Products, and generate, at a minimum, the following: (i) mark to marketvaluation reports; and (ii) profit and loss reports for Enron Customers.
2.	The use of the Kiodex Lite Tool will conform to the following:
(a)	Once the “Positions/Risk Reports” tab is selected, the Enron Customer will have the option to see the Enron Web Site generated position reports or to select a “Risk Analysis” button.
(b)	By selecting the “Risk Analysis” button the following information will be provided to the Enron Customer:
(i)	some basic information about Kiodex;
(ii)	a brief description of the free Kiodex riskLite reportsReports available: (A) that day’s mark to marketvaluation report on the requesting sub-user’s Enron Web Site trades and, (B) a daily profit and loss if options are supported, and (C) any other reports or analysis generated by the Kiodex Lite Tool;
(iii)	a detailed list of the Specified Products then supported by Kiodex;
(iv)	a button to request a free Kiodex Lite Report; and
(v)	a link to the Kiodex Web Site for further information.
All such information and content is subject to the prior approval of Enron, which will not be unreasonably withheld or delayed.
(c)	If a master-user chooses to request a free Kiodex Lite Report from Kiodex, theyhe will be required to accept the “Kiodex Lite Terms and Conditions” on-line authorizing Enron to start publishing that master-user’s and all of his/her sub-users’ Enron transactions to Kiodex as they occur from that moment forward.
(d)	If a sub-user chooses to request a free risk reportKiodex Lite Report from Kiodex prior to on-line authorization by theirhis master-user, the sub-user will receive a message indicating, “Your master-user has to activate this functionality.” 
(e)	Once a master-user has authorized the transfer of transaction data to Kiodex, Enron will begin sending the data to Kiodex with the Enron Customer identification information encrypted.
(f)	Kiodex will not know whose data is being transferred to it.
(g)	Any master-user that accepts the Kiodex Lite Terms and Conditions and such master-user's designated sub-user will be able to request a free Kiodex Lite Report at any time on their day’s trades.  Specifically, a sub-user will be able to see a Kiodex Lite Report on his trades exclusively.  Furthermore, a master-user will not see an aggregated Kiodex Lite Report of his sub-users, but rather just a Kiodex Lite Report of his trades for that day.  
(h)	Enron will determine, in its reasonable discretion, an appropriate limit to the number of free Kiodex Lite Report an Enron user can request in a day.

Exhibit CB – Co-Marketing Obligations
[to be developed]

1.	General Marketing.
(a)	On an annual basis during the Term, Enron and Kiodex will cooperate in direct-mail distribution of marketing and promotional materials with respect to the Kiodex Application to all then-current Enron Customers of the Specified Products.
(b)	Enron will periodically provide Kiodex with any feedback from Enron Customers with respect to the Kiodex Application or the Kiodex Lite Tool.
2.	Publicity.  Enron will post all press releases which mention Kiodex and Enron in the Press Room on the Enron Web Site.

Exhibit DC – Form of Warrant
[see Warrant agreement]
EXHIBIT E
Operations
1.	Communication Links between Enron and Kiodex.  Prior to the Kiodex Lite Tool Launch Date, Kiodex will establish redundant, secured and dedicated communication lines (each of a capacity at least equal to a T1 line [_____ kilobits per sec] between the Kiodex Web Site and the Enron Web Site, over which Enron Transaction Data and Kiodex Reports will be transferred; and Kiodex will maintain such lines for the term of the Agreement.
2.	Kiodex Web Site Infrastructure.  Kiodex will be responsible for all communications, hosting and connectivity costs and expenses associated with the Kiodex Web Site.  Kiodex will provide all hardware, software, telecommunications lines and other infrastructure necessary to meet traffic demands on the Kiodex Web Site from the Enron Web Site.  Kiodex will design and implement the network between the Enron Web Site and Kiodex Web Site such that (i) no single component failure will have a materially adverse impact on Enron Customers seeking to reach the Kiodex Web Site from the Enron Web Site, and (ii) no single line under material control by Kiodex will run at more than 70% average utilization for a 5-minute peak in a daily period.  In this regard, Kiodex will provide Enron, upon request, with a detailed network diagram regarding the architecture and network infrastructure supporting the Kiodex Web Site.  
3.	Optimization; Speed.  Kiodex will ensure that: (a) the functionality and features within the Kiodex Web Site are optimized for the client software then in use by Enron Customers; and (b) the Kiodex Web Site is designed and populated in a manner that minimizes delays when Enron Customers attempt to access such site.  At a minimum, Kiodex will ensure that the risk report is generated within ten (10) seconds of a request for a report, and that if the risk report is not generated within [0.25 seconds], then a page will be displayed by Kiodex with a message indicating that the request is being processed and the report is being generated.  Prior to Kiodex Lite Tool Launch Date and any upgrade or material change to any Kiodex Application or the Kiodex Web Site, Kiodex will permit Enron to conduct performance and load testing of the Kiodex Web Site (in person or through remote communications), and such Kiodex Lite Tool Launch Date will not commence until such time as Enron is reasonably satisfied with the results of any such testing.
4.	User Interface.  Kiodex will maintain a graphical user interface within the Kiodex Web Site that is competitive in all material respects with interfaces of other similar sites based on similar technology. Enron, at its own expense, may conduct focus group testing of the graphical user interface to assess Kiodex’s compliance herewith.

5.	Technical Problems.  Kiodex agrees to address technical problems (over which Kiodex exercises control) affecting use by Enron Customers (a “Kiodex Technical Problem”) promptly following notice thereof.  In the event that Kiodex is unable to promptly resolve a Kiodex Technical Problem following notice thereof from Enron or an Enron Customer (including, without limitation, infrastructure deficiencies producing user delays), Enron will have the right to disable and/or remove Enron Customer’s access to and/or use of the Kiodex Lite Tool until such time as Kiodex corrects the Kiodex Technical Problem at issue in Enron’s judgment.
6.	Monitoring.  Kiodex will ensure that the performance and availability of the Kiodex Web Site is monitored on a continuous basis.  Kiodex will provide Enron with contact information (including e-mail, phone, pager and fax information, as applicable, for both during and after business hours) for Kiodex’s principal business and technical representatives, for use in cases when issues or problems arise with respect to the Kiodex Web Site.
7.	Telecommunications.  Kiodex will utilize encryption methodology to secure data communications between the parties’ data centers.  The network between the Parties will be configured such that no single component failure will significantly impact Enron Customers. 
8.	Security.  Kiodex will utilize Internet standard encryption technologies (e.g., Secure Socket Layer – SSL) to provide a secure environment for conducting transactions and/or transferring Enron Customer information to and from the Kiodex Web Site.  Kiodex will facilitate one initial and subsequent periodic reviews, up to two times per year, of the Kiodex Web Site by Enron in order to evaluate the security risks of such site.  Kiodex will promptly remedy any security risks or breaches of security as reasonably identified by Enron’s operation security team; and in the event of any material concerns by Enron, Enron may disable and/or remove Enron Customer’s access to and/or use of the Kiodex Lite Tool until such time as Kiodex corrects the security concerns of Enron at  issue to Enron’s satisfaction.
9.	Technical Performance.
(i)	Kiodex will design the Kiodex Web Site to support versions of the Microsoft Internet Explorer 3.XX and 4.XX browsers (Windows and Macintosh) and the Netscape Browser 4.XX and to support all other browsers designated from time to time by Enron.
(ii)	Kiodex will periodically review the technical information made available by Enron at http://________________________.
(iii)	Kiodex will design its site to support HTTP 1.0 or later protocol as defined in RFC 1945 and to adhere to Enron’s parameters for refreshing or preventing the caching of information in Enron’s proxy system.
(iv)	Prior to releasing material new functionality or features through the Kiodex Web Site (“New Functionality”), Kiodex will (i) test the New Functionality to confirm its compatibility with Enron Web Site software, and (ii) provide Enron with advance written notice of the New Functionality so that Enron can perform tests of the New Functionality to confirm its compatibility with the Enron Web Site software. 
(v)	Prior to a general release of a major new version of Enron Web Site software or adding material new functionality or features to the Enron Web Site software (collectively “New Enron Software”) that will materially affect the Kiodex Web Site, Enron will provide Kiodex with written notice of the new functionality and features of the New Enron Software.
10.	Kiodex Support.  Kiodex will provide Enron with scripts to common questions and issues related to the use of the Kiodex Application and/or the Kiodex Lite Tool.  Kiodex will provide second level support to Enron to support the Enron Customer’s use of the Kiodex Applications and/or Kiodex Lite Tool, and Kiodex will provide all Enron Customers will a toll free number for customer support.  
11.	Provision of Other Content.  In the event that Enron notifies Kiodex that (i) as reasonably determined by Enron, any Content within the Kiodex Web Site violates Enron’s then-standard terms of service or the terms of this Agreement or Enron’s advertising standards, or (ii) Enron reasonably objects to the inclusion of any Content within the Kiodex Web Site (other than any specific items of Content which may be expressly identified in this Agreement), then Kiodex will block access by Enron Customers to such Content using Kiodex’s then-available technology.  In the event that Kiodex cannot block access by Enron Customers to the Content in question, then Kiodex will provide Enron prompt written notice of such fact.  Enron may then, at its option, restrict access from the Enron Web Site to the Content in question using technology available to Enron.  Kiodex will cooperate with Enron’s reasonable requests to the extent Enron elects to implement any such access restrictions.
12.	Enron Look and Feel.  Kiodex acknowledges and agrees that Enron will own all right, title and interest in and to the Enron “look and feel”, including any elements of graphics, design, organization, presentation, layout, user interface, navigation and stylistic convention (including the digital implementations thereof) which are generally associated with online areas contained within the Enron Web Site. Enron “look and feel” specifically excludes Kiodex’s ownership rights in any Kiodex trademarks or Kiodex’s copyrighted material within the Kiodex Web Site.

13.	Management of the Kiodex Web Site.  Kiodex also represents and warrants to Enron that a reasonable basis exists for all Product performance or comparison claims appearing through the Kiodex Web Site.  Kiodex shall not in any manner state or imply that Enron recommends or endorses Kiodex or Kiodex’s products (e.g., statements that Kiodex is an  “official” or “preferred” provider of products or services for Enron).  Enron will have no obligations with respect to the Kiodex products available on or through the Enron Web Site or the Kiodex Web Site, including, but not limited to, any duty to review or monitor any such products. 
15.	Duty to Inform.  Kiodex will promptly inform Enron of any information related to the Kiodex Web Site of which Kiodex has actual knowledge which is reasonably likely to lead to a material claim, demand, or liability of or against Enron and/or its affiliates by any third party. 
16.	Customer Service.  It is the sole responsibility of Kiodex to provide customer service to persons or entities purchasing Kiodex Applications through the Enron Web Site.  Kiodex will bear full responsibility for all customer service, including without limitation, order processing, billing, fulfillment, shipment, collection and other customer service associated with any Kiodex products offered, sold or licensed through the Kiodex Web Site, and Enron will have no obligations whatsoever with respect thereto.  
17.	Navigation Tools.  To the extent Enron allows Enron Customers to bookmark the URL or other locator for the Kiodex Web Site on the Enron Web Site, such bookmarks will be subject to Enron’s control at all times.  

Exhibit FD – Form of Consent and Release
[to be developed]

Exhibit GE – Form of Kiodex Lite Terms and Conditions of Use
[to be developed]

Exhibit HF – Form of Opinion

[to be attached]

Exhibit G – Form of Press Release