Ms. Geman,

I am just following up to see if you had received my previous message 
forwarded below and whether you have a response so that we can move forward 
with this contract?

Thank you ,
Karla Feldman

----- Forwarded by Karla Feldman/HOU/ECT on 08/08/2000 09:23 AM -----

	Karla Feldman
	07/28/2000 01:41 PM
		 
		 To: geman@dauphine.fr
		 cc: 
		 Subject: Software License

Dear Ms. Geman,

I met with Vince Kaminski yesterday regarding picking back up with the 
license agreement we were working on back in March.  He relayed some 
additional requirements which need to be added to the agreement, which 
include the following:

 1. The price agreed upon is $90,000.
 2. D-G will provide system support.
3. No later than 12 months of execution of the agreement, D-G will provide 
the source code to Enron.  In the meantime, the source code is to be in 
escrow.  Additionally, the source code would be released sooner than the 12 
months if any of the following conditions occur:  (i) D-G goes out of 
business; (ii) D-G is unable to provide effective technical support; or (iii) 
if D-G agrees to release it sooner.

Before I have our attorney add these things to the agreement, we need to 
discuss the escrow situation.  Vince mentioned that you had suggested that 
your attorney keep the software in escrow.   Is your attorney a U.S. 
attorney?  It seems like I may have recalled that way back in March you might 
have said you had a friend or relative that was an attorney.  Is that the 
same person?  Does this attorney work for a large firm, small firm, or solo 
practitioner?  Basically, if you could just provides some additional 
information about your attorney, I would appreciate it.

We normally would use an Escrow company to put the software in escrow.  We 
have dealt with a company here in the U.S. called DSI Technology.  I will 
check into that pending your answer regarding your attorney.

Once we decide what we want to do regarding placing the software in escrow, 
we will red-line the agreement to reflect such changes and e-mail it back to 
you for your review.

I look forward to hearing from you.

Karla Feldman
Enron Corp.
Contract Administration
(713) 646-7554