Karla,

The wording you have below sounds reasonable as we would only use the code 
for internal valuation purposes.  

I also checked with Vince regarding the issues we discussed by phone 
yesterday.   He would like to specify a 2 day response time for the software 
support.  Also, he would like to specify that the payment schedule be:  50% 
at time of initial contract and 50% at the time when the software is 
released.   This would give them an incentive to release the software before 
the full year is over if they want to accelerate the payment.

Thanks again for all the help,

Stinson




From: Karla Feldman on 09/06/2000 10:30 AM
To: Stinson Gibner/HOU/ECT@ECT
cc:  
Subject: D-G Energy

Stinson,

While trying to put  together the agreements for D-G Energy, I have an 
additional question:

I need to know exactly what yall plan to do with the Source Code once you 
have it after the initial one year period is up?  There are still limitations 
as to what you can do with it, so I will need to know so we can try to revise 
the contract so that you will be legal.  

For example, in the language regarding release of the source code from 
escrow, it states that once you have the source code, you just have the 
"right to use, copy and modify the Source Code, solely for our internal 
purposes in connection with support, maintenance and operation of the 
Software".

Do yall plan to reverse engineer, decompile, etc?  Do you plan on using any 
of their code to create our own product?  If so - I think these are going to 
be a problem.  The latter would be an infringement issue, unless we were to 
contract to do so.  

Please let me know more details of your plan so I can see how we need to 
proceed in this area.

Thanks,
Karla
x67554