Mark, thank you. We would request that in Paragraph 3 the "Except as
otherwise provided" languge be deleted and the language below be added in
replacement.

"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.

Is this acceptable?

-----Original Message-----
From: Mark.Greenberg@enron.com [mailto:Mark.Greenberg@enron.com]
Sent: Tuesday, February 27, 2001 9:55 AM
To: Fogel, Stephen
Cc: Michael.Bridges@enron.com; Tana.Jones@enron.com
Subject: RE: TradeSpark NDA



Stephen -

The below language is acceptable; however, I would suggest it be placed as
the first sentence of Paragraph 3, if it remains TradeSpark's position that
the existing first sentence of this paragraph (beginning with "Except as
otherwise provided ....") is to be deleted.  If the existing first sentence
is to remain, the language you propose should be added as the second
sentence of paragraph 3.

Please confirm the above and I will move forward on finalizing the
agreement.

Thanks for your cooperation.

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




                    "Fogel,

                    Stephen"             To:
"'Mark.Greenberg@enron.com'"
                    <SFogel@canto        <Mark.Greenberg@enron.com>

                    r.com>               cc:     Michael.Bridges@enron.com,

                                         Tana.Jones@enron.com

                    02/26/2001           Subject:     RE: TradeSpark NDA

                    05:22 PM








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.


-----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