Steve -

Thanks for the comments.  Here are my responses:

1.  Introductory Paragraph - Section (a) is unacceptable as this places an 
administrative burden on Enron that currently does not exist.  Section (b) is 
acceptable.

2.  Paragraph 3 - Changes are acceptable.

3.  Paragraph 4 -  Changes in this section are acceptable, however, it is 
Enron's strong preference that no indemnity language be included.

4.  Paragraph 5 - Deletion of this provision is unacceptable.

5.  Paragraph 6 - This deletion is fine.

6.  Paragraph 7 - This change is acceptable.

7.  Paragraph 9 - This change is acceptable.

If we still need to discuss the above items, please call me.  Otherwise, 
please confirm that we can move forward based upon your changes and Enron's 
responses.

Thanks.

Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com



	Steve Howarth <steve.howarth@bea.com>
	05/01/2001 11:52 AM
		 
		 To: mark.greenberg@enron.com
		 cc: 
		 Subject: [Fwd: BEA - ENRON:  NONDISCLOSURE AGREEMENT/LETTER]



    Mark,

    Sorry, but I misspelled your name when I first sent the following
message this morning.

    Regards,

    Steve

X-Mozilla-Status2: 00000000
Message-ID: <3AEEE8FB.2FBD727D@bea.com>
Date: Tue, 01 May 2001 10:48:59 -0600
From: Steve Howarth <steve.howarth@bea.com>
X-Mailer: Mozilla 4.61 [en] (Win98; I)
X-Accept-Language: en
MIME-Version: 1.0
To: mark.greenburg@enron.com
CC: Francis Minor <fminor@bea.com>, Mike Thack <mike.thack@bea.com>,  Chuck 
Hixson <chuck.hixson@bea.com>
Subject: BEA - ENRON:  NONDISCLOSURE AGREEMENT/LETTER
Content-Type: multipart/mixed ; 
boundary="------------2161B611D0F97A4065FF80B8"

    Mark,

    I have been asked to review the proposed NDA/letter submitted by
Enron to BEA.  Attached are redlined and clean versions of Rev2 of the
letter showing our proposed modifications.  If this Rev2 is acceptable,
I will be pleased to print, sign and return to you the clean version on
BEA's behalf.

    Please feel free to contact me at 720.528.6007 if you have any
questions.

    Regards,

    Steve

 - ENRON  NDA 01 05 01, rev2redline.doc
 - ENRON  NDA 01 05 01, rev2clean.doc
 - steve.howarth.vcf
 - steve.howarth.vcf