I believe I understand your concerns - I would like to suggest that we add
the following language after the first sentence of Paragraph 3 - and then
execute the Agreement.

The parties acknowledge and understand that this agreement does not limit or
restrict the ability of either party to engage in its respective business,
nor does it limit either party's use or application of any information or
knowledge acquired independently of the other without breach of this
agreement in the course of such business.

-----Original Message-----
From: Mark.Greenberg@enron.com [mailto:Mark.Greenberg@enron.com]
Sent: Monday, February 26, 2001 4:55 PM
To: Fogel, Stephen
Cc: Michael.Bridges@enron.com; Tana.Jones@enron.com
Subject: TradeSpark NDA


Stephen -

Since we keep missing each other, I wanted to drop you a note about the
comments TradeSpark made to the Enron NDA.

As to the comments:

Paragraph 1 - The changes are acceptable.

Paragraph 3 - The rationale for this deletion needs to be provided.  I
cannot see why this change was made or is necessary.

Paragraph 5 - This deletion is unacceptable to Enron.

When you get a chance, please call me to further discuss Paragraph 3.

Thanks.

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