Jill -

The changes proposed are fine, except in Paragraph 3.  I believe the second 
sentence of the paragraph should remain, but should read "If, in the absence 
of a protective order or the receipt of a waiver hereunder, you or your 
Representative are, in the opinion of your counsel, compelled to disclose the 
Confidential Information or else stand liable for contempt or suffer other 
censure or significant penalty, you may disclose only such of the 
Confidential Information to the party compelling disclosure as is required by 
law."

If this is acceptable, we can move forward with the agreement tomorrow.

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



	"Feblowitz, Jill" <JFeblowitz@amrresearch.com>
	05/14/2001 04:05 PM
		 
		 To: "'Mark.Greenberg@enron.com'" <Mark.Greenberg@enron.com>
		 cc: "Bannes, Amy" <ABannes@amrresearch.com>
		 Subject: RE: NDA with Enron


Mr. Greenberg,

Attached are our comments regarding the NDA.  I will be leaving my office at
5:45 PM Eastern time.  If you are unable to reach me today, leave a message
noting your concerns.  I will call you when I arrive in Houston tomorrow at
11:30 AM.  We can fax back a signature in time for the meeting at 2:00 PM.

Jill Feblowitz
617-739-3440

-----Original Message-----
From: Mark.Greenberg@enron.com [mailto:Mark.Greenberg@enron.com]
Sent: Monday, May 14, 2001 1:44 PM
To: abannes@amrresearch.com
Cc: jfeblowitz@amrresearch.com; Kara.Knop@enron.com;
Tana.Jones@enron.com
Subject: NDA with Enron


Ms. Bannes -

A copy of the AMR non-disclosure agreement was forwarded to my attention to
review in anticipation of a meeting to take place tomorrow between our
companies.  I have reviewed the form provided and have numerous comments
related to bringing the agreement into the form generally acceptable to
Enron.  Instead of revising your form, I have provided Enron's standard
form to you for review.  The general concepts are the same, however, you
will note:

1.  the attached contained provisions relating to arbitration as the means
of settling disputes between the parties
2.  the laws of New York are applicable (neutral site to both parties), and
3.  there is no requirement of marking information as confidential as this
places an undue burden on Enron to police this practice.

Please review the attached at your earliest convenience and let me know
your thoughts.

Thanks in advance for your cooperation with this matter.

(See attached file: nda - amrresearch(5-14-01).doc)


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


 - nda - amrresearch(5-14-01)_1.doc