Mark, what are your thoughts on attached from EOL perspective?  Envera's 
proposal is inconsistent with Enron legal policy on punitive, consequential, 
lost profit type damages.  Please let me know your thoughts.  Thanks, NJD

Nora J. Dobin
Senior Counsel
Enron Global Finance
Enron Corp.
1400 Smith Street
Houston, Texas  77002

713/345-7723 (phone)
713/853-9252 (fax)
E-mail:  nora.dobin@enron.com
----- Forwarded by Nora Dobin/Corp/Enron on 01/11/01 09:59 AM -----

	"Harvey, Dean" <dharvey@velaw.com>
	01/11/01 09:56 AM
		 
		 To: "Dobin, Nora (Enron)" <nora.dobin@enron.com>
		 cc: 
		 Subject: FW: Linking Agreements - Indemnity Issue




-----Original Message-----
From: Pond, Jonathan [mailto:JPond@hunton.com]
Sent: Thursday, January 11, 2001 9:36 AM
To: Alderden, Emily; Stockbridge, Edward T; 'Harvey, Dean'
Cc: 'michael.a.robison@enron.com'; 'douglas.s.friedman@enron.com';
'suresh.raghavan@dealbench.com'; 'Biff Pusey (E-mail)'; 'Mike Giesler
(E-mail)'; LeBey, Daniel
Subject: Linking Agreements - Indemnity Issue


Envera still has an issue with the indemnity offered under the Linking
Agreements.  As we discussed in our conference yesterday, Envera cannot
permit DealBench or EnronOnline to disclaim consequential damages that may
be payable to a plaintiff in a trademark infringement action.  Envera is not
seeking to recover Envera's own lost profits or consequential damages, just
those that Envera must pay to a plaintiff in an infringement action.

Envera's request is that a statement be added to the indemnity section
clarifying that any damages awarded in a final judgment or paid in
settlement of an infringement claim be deemed "direct" damages.  Dean stated
in yesterday's e-mail that DealBench, as a matter of policy, does not agree
to such requests.

After some discussion among Envera business people, Envera is uncomfortable
with the position taken by DealBench and Enron on this issue.  If DealBench
and Enron are not prepared to stand behind the trademarks that they so
vigorously protect in the Linking Agreements, then Envera is not prepared to
shoulder the risk that Envera would be required come out of pocket for a
plaintiff's lost profits.  Envera is not able to control the risk that
EnronOnline and DealBench have chosen infringing trademarks, other than by
not establishing the links at all.

If the concern of DealBench and EnronOnline is that they could be required
to pay punitive damages that arise from Envera's misuse of the trademarks,
this eventuality is already covered in the indemnity provision.  Neither
party is required to indemnify Envera for infringement claims based upon any
use of the marks not expressly authorized under the Linking Agreements.

I have attached drafts of the two Linking Agreements, marked to show the
language that Envera would like added to Section 4(c).  Please review the
proposed changes and let me know whether they are acceptable to DealBench
and EnronOnline.  If not, Envera will need to consider whether it will even
establish the links.

Regards,

Jonathan

Jonathan R. Pond
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 E. Byrd Street
Richmond, Virginia 23219
DIRECT DIAL:  804 * 788 * 8598
FAX: 804 * 788 * 8218
MOBILE:  804 * 647 * 7871
EMAIL: jpond@hunton.com


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 <<11 Jan DealBench Linking Agreement - H&W.doc>>  <<11 Jan EOL Linking
Agreement - H&W.doc>>
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 - 11 Jan DealBench Linking Agreement - H&W.doc
 - 11 Jan EOL Linking Agreement - H&W.doc