Steve -

Attached is what I have as the final version of the Agreement.  It is a clean 
copy of the version forwarded to Enron by Brenda reflecting Sabre's changes 
to Enron's 3-20-01 draft.  The only modification I have made is in Section 7 
- Term.  Since we do not have Supplements attached to the agreement, this 
provision needed to be revised to reflect a different method of calculating 
the term.  I have provided for termination upon the earlier of (i) 2 years 
from the effective date or (ii) upon 30 days written notice from one party to 
the other.   In light of the fact that we do not have the Supplements, this 
seemed to make sense.

Please take a look at the attached and confirm it is acceptable.  If so, I 
plan on initialing an original and forwarding that document to our personnel 
in the morning for signature.  Since they will be meeting with Sabre 
personnel, I will be faxing it to them at your offices for them to sign and 
have countersigned by Sabre prior to their meeting.  Since I will be in a 
meeting out of the office tomorrow morning, I will be unable to address any 
changes.  Accordingly, please let me know your thoughts as soon as possible.

Thanks.



Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com



	Steve Barry <Steve.Barry@sabre.com>
	04/05/2001 04:10 PM
		 
		 To: Mark.Greenberg@enron.com
		 cc: John.Allario@enron.com, Tana.Jones@enron.com, Brenda Crabtree 
<brenda.crabtree@sabre.com>
		 Subject: Re: RESIDUAL KNOWLEDGE PROVISION


Mark, thanks for looking at the language.  Deleting the concept is fine.  If 
you need another copy
of the draft, please let me know.

Thanks, Steve



Mark.Greenberg@enron.com wrote:

> Steve -
>
> I looked at the below language.  I guess I still have some concerns about
> the concept.
>
> Why don't we go back to your original suggestion and delete the concept
> entirely.  I am sure if either party believes strongly enough that a breach
> has occurred, it will pursue its available remedies.
>
> If this is acceptable, I will work off of the draft forwarded by Brenda and
> see if we can finalize a document for signature by Enron.
>
> Please let me know if this will work.
>
> Thanks.
>
> Mark
> Senior Counsel, ENA
> Phone:     713-345-8897
> Facsimile: 713-646-3940
> E-Mail:      Mark.Greenberg@enron.com
>
>
>                     Steve.Barry@s
>                     abre.com             To:     mark.greenberg@enron.com, 
Brenda Crabtree
>                                          <brenda.crabtree@sabre.com>
>                     04/05/2001           cc:
>                     10:34 AM             Subject:     RESIDUAL KNOWLEDGE 
PROVISION
>                     Please
>                     respond to
>                     Steve.Barry
>
>
>
> Mark, attached please find the proposed Residual Knowledge
> provision that we discussed.  If acceptable, please advise
> and I'll incorporate into the last version of the NDA.
>
> Thanks,
> Steve
>
> --
> CONFIDENTIALITY NOTICE
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> and destroy the original and all copies of this
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>
> (See attached file: 1_Residual knowledge clause.doc)
>
>   ------------------------------------------------------------
>                                              Name: 1_Residual knowledge 
clause.doc
>    1_Residual knowledge clause.doc           Type: Microsoft Word Document 
(application/msword)
>                                          Encoding: base64
>                                   Download Status: Not downloaded with 
message

--
CONFIDENTIALITY NOTICE
This communication is intended solely for use by the addressee and may contain
information that is privileged, confidential and exempt from disclosure under
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Electronic Communications Privacy Act of 1986. Any use, dissemination or
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 - Steve.Barry.vcf