Message-ID: <1103120.1075842015261.JavaMail.evans@thyme> Date: Wed, 21 Mar 2001 12:50:25 -0800 (PST) From: travis.mccullough@enron.com To: drew.kanellopoulos@enron.com, k..patrick@enron.com, andy.zipper@enron.com, drew.ries@enron.com Subject: Revised language for co-marketing agreement Cc: tstockbridge@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable Bcc: tstockbridge@enron.com X-From: McCullough, Travis X-To: Kanellopoulos, Drew , Patrick, Michael K. , Zipper, Andy , Ries, Drew X-cc: tstockbridge@enron.com X-bcc: X-Folder: \ExMerge - Zipper, Andy\kiodex X-Origin: ZIPPER-A X-FileName: andy zipper 6-26-02.PST Drew and I have spoken about his suggested changes to the co-marketing agre= ement regarding the annual mail-out. I understand the issue to be that ann= ual mailout to the EnronOnline customer list that we are giving under the s= tock purchase agreement needs to stand on its own as very valuable consider= ation (and it is). The annual mail-out previously referenced in the co-mar= keting agreement is so similar to the initial mail-out in the stock purchas= e agreement, that a conclusion could be reached that the annual PR campaign= is the real consideration for the 12.5% stock (i.e., that it really takes = annual mailings by Enron before Kiodex gets any value out of Enron having d= one the mailout to its customer list). Drew indicated that other co-marke= ting efforts would probably be OK, just not the same ones that we used to g= et the 12.5%. Based on this, I have prepared the following revision of Dre= w's suggestion (since we don't know what that distribution will look like t= oday, I believe we need the items in (i), (ii) and (iii) to limit our expos= ure on this obligation. =20 At least once during each twelve-month period during the term of this Agree= ment, Enron and Kiodex will cooperate in an annual distribution of marketin= g and promotional materials with respect to the Kiodex Application, provide= d that (i) any such materials to be distributed shall be in form and substa= nce mutually acceptable to Enron and Kiodex; (ii) the timing, manner, and t= argeted audience of such distribution shall be mutually agreeable to Kiodex= and Enron; (ii) any materials distributed to Enron Customers that are not = also Kiodex Customers may only be distributed by Enron and must market or p= romote the Kiodex Application as an additional functionality of the Enron W= eb Site available through the Kiodex Lite Tool; and (iii) no such distribut= ion shall result in any expense (including labor and materials) in excess o= f $________. =20 Travis McCullough Enron North America Corp. 1400 Smith Street EB 3893 Houston Texas 77002 Phone: (713) 853-1575 Fax: (713) 646-3490