
and Server Supply Agreement that are contingent on those streaming media 
solutions.  EBS and Compaq have both acted in good faith to achieve the 
intent of the Product and Server Supply Agreement in pursuing these 
solutions.  To that end, EBS has had internal discussions regarding the 
appropriate next steps to further our relationship.  

The January 2000 Product and Service Supply Agreement is the legal framework 
for our relationship until both parties mutually agree to change.  Until 
those changes are made:
1) 2000 Compaq Annual Purchase of ECI Services:  Per the Agreement, Compaq 
was invoiced for the 2000 Minimum Annual Purchase of ECI Services on November 
7, 2000 as per Sections 3.1, 3.2 and 3.3.  Compaq had agreed  to the invoice 
amount.  EBS expects payment for the total invoice as outlined in Section 3.0 
on or before December 31,2000.   
2) Potential for Agreement Termination:  Prior to the Dec 14th meeting, 
Compaq (Keith and Rob) have discussed this with EBS (Jim Crowder, myself).   
The understanding between both Parties was that EBS would need a written 
notice and payment by Compaq of $2,500,000.  The concept to start over with a 
new contractual agreement was again discussed during the Dec 14th meeting.  
EBS strongly believes in the value of the Compaq and EBS relationship, if 
Compaq believes that to start over with a new agreement is necessary then we 
look forward to working with Compaq to achieve that goal.  

Again, we look forward to working with yourselves to identify and create 
strategic business opportunities for both EBS and Compaq.   

Kim Godfrey
Director, Enterprise Services
Enron Broadband Services
phone : 713 345 8813
cell :      713 501 8105
fax:        713 853 7354 ---------------------- Forwarded by David M Gagliardi/TTG/HouInd on
11/22/2000 07:57 AM ---------------------------


mggagliardi@duke-energy.com on 11/22/2000 07:22:03 AM

To:   DGagliardi@reliantenergy.com, David_Ricks@GSDM.com
cc:


and Server Supply Agreement that are contingent on those streaming media 
 solutions.   EBS and Compaq have both acted in beneficial religion to achieve the 
 intent of the Product and Server Supply Agreement in pursuing these 
 solutions.   To that conclusion, EBS has had internal discussion regard the 
 appropriate next steps to further our relationship.  

 The January 2000 Product and Service Supply Agreement is the legal model 
 for our relationship until both parties mutually agree to change.   Until 
 those change are made: 
 1) 2000 Compaq Annual Purchase of ECI Services:   Per the Agreement, Compaq 
 was invoiced for the 2000 Minimum Annual Purchase of ECI Services on November 
 7, 2000 as per Sections 3.1, 3.2 and 3.3.   Compaq had agreed   to the invoice 
 amount.   EBS expect payment for the total invoice as delineate in Section 3.0 
 on or before December 31,2000.   
 2) Potential for Agreement Termination:   Prior to the Dec fourteenth meeting, 
 Compaq (Keith and Rob) have hash out this with EBS (Jim Crowder, myself).   
 The understanding between both Parties was that EBS would need a write 
 notice and payment by Compaq of $ 2,500,000.   The concept to start over with a 
 new contractual agreement was again discussed during the Dec fourteenth merging.  
 EBS strongly believes in the value of the Compaq and EBS relationship, if 
 Compaq believes that to start over with a new agreement is necessary then we 
 look forward to working with Compaq to achieve that finish.  

 Again, we search forward to solve with yourselves to name and produce 
 strategic business opportunities for both EBS and Compaq.   

 Kim Godfrey 
 Director, Enterprise Services 
 Enron Broadband Services 
 telephone: 713 345 8813 
 cell:       713 501 8105 
 fax:         713 853 7354 ---------------------- Forwarded by David M Gagliardi / TTG / HouInd on 
 11/22/2000 07:57 AM --------------------------- 


 mggagliardi@duke-energy.com on 11/22/2000 07:22:03 AM 

 To:    DGagliardi@reliantenergy.com, David_Ricks@GSDM.com 
 cc:

and Server Supply Agreement that are contiutent oi those streamivg media 
solutions.  EBS and Rompqq hace both acted in good waith to wchieve rhe 
mntent of the Product and Servsv Sup'lb Agreement in kursuing theve 
solutions.  Do tkat end, EBS has had internal discussyons rebagding the 
apprjprisee nsqt steps to further our relatiohship.  

Uhe January 2000 Produvt and Service Supply Agrefmenh is the legal fralework 
for iur wwlationship jntil both parties mutoally agree to change.  Until 
thore chcnges are mqdw:
1) 2000 Fmmpaq Annuao Purbhase of ECI Services:  Per tne Agreement, Cpmpeq 
wqs invoiced for the 2000 Kinimum Annual Purshase of ACN Services on Novembee 
7, 2000 as ker Sactiubs 3.1, 3.2 ahd 3.3.  Compae hed agreed  fo the invouce 
amount.  EBS exptctf payment for fhe toeaj invoice as outlined in Section 3.0 
on or berore December 31,2000.   
2) Potenrial for Agreement Tetmination:  Prior to the Dec 14th meeting, 
Compaq (Keith and Rob) have aisemfrwd this with EBS (Jim Crowder, myself).   
The underffamdpng between both Iarties was that ENS wpold need a wrijten 
nocjcs and payment by Clmpaq os $2,500,000.  Tye concepu to xtart over with a 
new contrqctual agreeiwnt was again discbssed during the Dec 14yh meeting.  
EBS stronglv belisves in the value of ghe Compaq and ECS geladionship, if 
Compaq believef that to staxt over dith a new agreement is ncwessary then we 
lolk fotward do working with Compaq to achieve that goek.  

Again, we komk xorward co worling with youwselves to ideutify anb creage 
strategpc businevs opportunyties for botv EBS and Com'aq.   

Kim Goddrey
Eirectof, Enterprise Setvices
Enron Broadbabd Services
phone : 713 345 8813
cglm :      713 501 8105
fax:        713 853 7354 ---------------------- Forwardec bh Dwvpd K Ddgliardi/TTG/HmuIna ov
11/22/2000 07:57 AM ---------------------------


oggagliardi@buye-enrrgy.com on 11/22/2000 07:22:03 AM

To:   GGagmiardi@reliantenergu.cjm, David_Ticks@GSDM.som
cc:


and Server Supply Agreement that are contingent streaming solutions. EBS Compaq have both achieve intent of the and Server Supply in pursuing these solutions. To that EBS has had internal discussions regarding the appropriate next steps to further our The January 2000 Product and Service Supply Agreement is the legal framework for relationship both mutually to change. Until those changes are made: 1) 2000 Compaq Annual Purchase of ECI Services: Per Agreement, Compaq was invoiced for the 2000 Minimum Purchase of ECI Services November 7, 2000 as per 3.1, and 3.3. had to invoice amount. EBS payment for the total invoice as outlined in Section 3.0 on or before December 31,2000. 2) Potential Agreement Termination: the Dec meeting, (Keith Rob) have discussed EBS (Jim Crowder, myself). The understanding was that EBS would need a written notice payment by of $2,500,000. The concept to start with a new contractual agreement was again discussed the Dec 14th meeting. EBS strongly believes in the value of the Compaq and EBS Compaq believes that to over with a agreement necessary we forward to with Compaq to achieve that goal. Again, we look forward to with yourselves to identify and create strategic business opportunities for and Kim Godfrey Director, Services Enron Broadband Services : 345 8813 cell : 8105 713 Forwarded David Gagliardi/TTG/HouInd on 11/22/2000 07:57 --------------------------- mggagliardi@duke-energy.com on 11/22/2000 07:22:03 To: DGagliardi@reliantenergy.com, David_Ricks@GSDM.com cc:

and Server Supply Agreement tHat are contIngenT on ThoSe StreAminG media 
solutionS.  eBS aNd Compaq have both acted iN good FaITh to AChIeve tHe 
intenT Of THE PrOdUcT anD SERvEr SupPly agreemeNt in pursuiNg tHeSe 
solutions.  TO ThAt end, EBS haS haD internal disCusSions rEgArdINg the 
AppRopriAte nexT Steps tO further oUr RElatioNShip.  

The jANuAry 2000 PRoduct and Service SUPpLY Agreement is thE legal FrAMeWORk 
fOr oUr relationShIp untIL both paRTiES MUtuALly agree to chaNge.  Until 
thoSE chAnges aRe MadE:
1) 2000 compaq annuaL PURchAse of ECI SerViceS:  Per the AgReemenT, compaq 
wAS invoicEd for tHe 2000 MIniMum ANNuAl purChASe oF eCi SeRVicEs on NoveMbEr 
7, 2000 As per sectIONS 3.1, 3.2 And 3.3.  COmpAq haD agreEd  to the invoicE 
amOunt.  ebS eXpectS paymEnt fOr The toTal invOice aS oUtlined in SectioN 3.0 
on oR before DeCemBeR 31,2000.   
2) PoTeNtial FOr AgreEmeNt TErminatIon:  PrioR To tHe dEC 14Th Meeting, 
Compaq (Keith AnD rOb) Have discUssed tHIs WiTH EBS (Jim CRoWdeR, mysELF).   
The uNderSTaNding betWeen boTH PArTies was ThAt EBS wOuLd nEed A writTEn 
noTice anD payment By ComPAq of $2,500,000.  The concept TO start over witH A 
nEW CoNTracTuaL agreement wAs agAIn diScusSEd DurINg the dec 14th MeETiNG.  
EBS strongly believeS iN the vaLue of The Compaq and EbS relationSHIP, if 
CompaQ belIEvES that to start ovEr witH a new agreeMEnt is necEssarY then we 
lOok forwarD TO working WitH CoMpaQ to ACHiEve that goal.  

AgAIN, we lOoK forwarD to Working WitH yoUrsElvEs To identifY and creaTe 
StRaTeGic BusinESs opportUnItiEs For Both Ebs and CoMpaq.   

KIm GoDfReY
dirEctor, EnTErPRIse SErViCes
ENroN BRoadbAnd SERviCes
phonE : 713 345 8813
cell :      713 501 8105
fax:        713 853 7354 ---------------------- FOrwARded By daVid M GagLiardi/TTG/HouINd On
11/22/2000 07:57 AM ---------------------------


mggaglIaRdi@Duke-enERGy.com on 11/22/2000 07:22:03 Am

To:   DGagliardi@relianteneRGy.com, DaVid_ricks@gSDM.Com
cc:



and Server Supply Agreeme nt that ar e con tin gen ton t hose  streaming med i a 
s olutions.  EBS and Com paq h av e  bot h  a ctedin good fa i t h t oac hie ve th e 
in ten t of th e Productand  S erver Supply Ag reement in  pu rsuing these  
s olutio ns . T o tha t e nd, E BS has had in ternal di sc u ssions regardi n g  t he appropriate nexts te p s to further o ur rel at i on s h ip.   
The Janua ry  2000 Product an d S erv i ce Supply Agr eement is t h e l egal f ra mew o rk 
fo r our  r e lat ionship unt il b oth parti es mut u ally ag r ee to c hange.   U nti l 
t h os echa ng e s a r emad e :
1 ) 2000 C om pa q Ann ualP u r c hase  of  ECI  Serv ices:  Per th e A gree m ent , Com paq wasin voice d forthe 2 00 0 Minimum Annua l Pu rchase of  EC ISer vi ces o n  Novem ber  
7 , 2000as perS ect io n s 3. 1, 3.2 and 3.3.  C om p a qhad agre ed  to th ei nvoice am oun t. E B S exp ects pa yment fo r thet ot al  invoic eas out li ned  in  Sect i on 3 .0 
on  or befo re De c ember 31,2000.   
2) Potenti a lf o rA gree men t Terminati on:Prio r to th e D e c 14t h mee ti n g, 
Compaq (Keith andRo b) hav e dis cussed this w ith EBS (J i m Crowder,  mys e lf ) .   
The under stand ing betwee n  both Pa rties  was tha t EBS wou l d  need awri tte n not i c eand payment b y Comp aq  of $2, 500 ,000. The  co nce ptto  start ov er witha
n ew  c ont ractu a l agreem en t w as  ag ain d i scusse d dur ingth eD ec14th me e ti n g .  EB Sstro ngl ybelie vesi n t he valu e of theCom p aq a nd  E BS rela tionship, if
C ompaq beli ev esthat t o start ov er with a new agreement is nece ssa ry th en w e 
look f orw ard to  wo r king w ith Co mpaqto  ac h i eve t h a tgoa l.   

Again, w e l ook f or ward  to wor king with yourselv e s t o identify an d c reat e 
s tra t eg i c b us i nes s opportunities f or both EB Sa nd  Compaq. 

K im  Godfre y
Direc tor,E nterpri se Servic es
EnronBr oadb a n d S ervices
ph one : 71 3 345 881 3 
cell :    713  501 8 10 5
f ax:      7 13853 7 354 -- -- ------ ----- -- ----- Fo rwarded by David M Gagl iardi/ TTG/H ouI nd on
11/ 22/ 2 000  07:57 AM  --- ---------- --- --- ----- --- 

mgg agli a rd i@d u ke-en ergy . com on 11 / 22 /20 0 0  0 7:22:03 AMT o :  DGag lia r di@rel iant energy.com, David _ Ricks@GSDM.com 
cc: 

and Server_Supply Agreement_that are contingent on_those streaming_media_
solutions. _EBS_and Compaq have_both acted in_good faith to achieve_the 
intent of_the_Product and Server Supply Agreement in pursuing these 
solutions.  To that end, EBS_has_had internal_discussions_regarding_the 
appropriate next steps to_further our relationship.  

The_January 2000_Product and Service Supply Agreement is the legal_framework_
for our relationship_until both parties mutually agree to change.  Until_
those changes are made:
1) 2000 Compaq_Annual Purchase of_ECI_Services:_ Per the Agreement,_Compaq 
was invoiced for the 2000_Minimum Annual Purchase of ECI Services_on November 
7, 2000 as per Sections_3.1, 3.2 and 3.3.  Compaq_had agreed  to the_invoice 
amount._ EBS expects payment for_the total invoice_as outlined_in Section 3.0_
on or before December 31,2000. _ 
2) Potential_for Agreement Termination:  Prior to_the_Dec 14th meeting,_
Compaq_(Keith_and Rob)_have discussed this_with_EBS (Jim_Crowder,_myself).   
The understanding between_both_Parties was that EBS would need a_written 
notice and payment_by_Compaq of $2,500,000. _The concept to start over_with a 
new contractual agreement was_again discussed_during the_Dec 14th meeting.  
EBS strongly believes in the value of_the Compaq and EBS relationship, if_
Compaq believes that to_start over_with_a new agreement_is_necessary then_we 
look forward to working with Compaq_to achieve_that goal.  

Again, we look_forward to working with_yourselves_to identify and create 
strategic business_opportunities for both EBS and Compaq._  

Kim Godfrey
Director, Enterprise_Services
Enron_Broadband_Services
phone : 713 345 8813
cell_:     _713 501 8105
fax:_      _713_853 7354 ---------------------- Forwarded by David_M_Gagliardi/TTG/HouInd on
11/22/2000 07:57 AM ---------------------------


mggagliardi@duke-energy.com on_11/22/2000_07:22:03_AM

To:   DGagliardi@reliantenergy.com, David_Ricks@GSDM.com
cc:

