Tana:

I have approved the changes to the revised document at the very bottom of 
this e-mail, with one alteration:  In the new language in Section 10, replace 
"Oracle's" with "a party's".  Since this document is password protected, I 
couldn't change it myself.

Please revise the document as per all of the changes marked in Jane's 
revisions and prepare an execution copy.

Thanks,

Leslie
----- Forwarded by Leslie Hansen/HOU/ECT on 12/07/2000 03:43 PM -----

	Jane Akdoruk <Jane.Akdoruk@oracle.com>
	12/07/2000 12:36 PM
		 
		 To: Leslie.Hansen@enron.com
		 cc: 
		 Subject: Re: [Fwd: Oracle NDA]


Hello Leslie,  Please see the revised CDA attached.  I made one change to
Section 10 which is required by Oracle if we are to agree to your arbitration
clause.    Please call me if you would like to discuss this. Thank you!
-
Best regards,

Jane Akdoruk
Senior Corporate Counsel
972-409-3104 Phone
425-699-0930 Fax


Leslie.Hansen@enron.com wrote:

> Jane:
>
> As per my e-mail to Dune below, I'm fine with your revisions to Section 1
> but cannot agree to delete the arbitration provision.  Please call me to
> discuss -- I am not available for the rest of the afternoon but am around
> all day tomorrow.
>
> Regards,
>
> Leslie Hansen
> 713/853-6121
> ----- Forwarded by Leslie Hansen/HOU/ECT on 12/06/2000 02:27 PM -----
>
>                     Dune Thorne
>                     <dune.thorne@o        To:     Leslie.hansen@enron.com
>                     racle.com>            cc:     jane.akdoruk@oracle.com
>                                           Subject:     [Fwd: Oracle NDA]
>                     12/06/2000
>                     01:02 PM
>
>
>
> Leslie,
> I suggest that you and Jane Akdoruk work together directly to finalize
> the NDA. Jane's contact information is as follows. I am happy to help in
> any way that I can, but I do not have the legal authority to make these
> decisions.
>
> Jane Akdoruk
> Senior Corporate Counsel
> Office 972 409 3104
> jane.akdoruk@oracle.com
>
> Regards,
> Dune
>
> Return-Path: <Leslie.Hansen@enron.com>
> Received: from inet-smtp2.oracle.com (inet-gw2.oracle.com [205.227.43.29])
> by gmgw02.oraclecorp.com (8.8.8+Sun/8.8.8) with ESMTP id KAA09069      for
> <dune.thorne@oracle.com>; Wed, 6 Dec 2000 10:07:08 -0800 (PST)
> From: Leslie.Hansen@enron.com
> Received: from postmaster.enron.com (outbound5.enron.com [192.152.140.9])
> by inet-smtp2.oracle.com (8.9.3/8.9.3) with ESMTP id KAA26666     for
> <dune.thorne@oracle.com>; Wed, 6 Dec 2000 10:06:39 -0800 (PST)
> Received: from nahou-msmsw03px.corp.enron.com ([172.28.10.39])    by
> postmaster.enron.com (8.8.8/8.8.8/postmaster-1.00) with ESMTP id NAA28695
> for <dune.thorne@oracle.com>; Wed, 6 Dec 2000 13:06:36 -0500 (CDT)
> Received: from ene-mta01.enron.com (unverified) by
> nahou-msmsw03px.corp.enron.com (Content Technologies SMTPRS 4.1.5) with
> ESMTP id <Tac1c0a275050c3f851@nahou-msmsw03px.corp.enron.com> for
> <dune.thorne@oracle.com>; Wed, 6 Dec 2000 12:06:44 -0600
> Subject: Re: Oracle NDA
> To: dune.thorne@oracle.com
> X-Mailer: Lotus Notes Release 5.0.3  March 21, 2000
> Message-ID: <OFC23117F4.39AC1722-ON862569AD.005D68FB@enron.com>
> Date: Wed, 6 Dec 2000 12:06:36 -0600
> X-MIMETrack: Serialize by Router on ENE-MTA01/Enron(Release 5.0.3 (Intl)|21
> March 2000) at 12/06/2000 12:01:25 PM
> MIME-Version: 1.0
> Content-type: multipart/mixed;     Boundary
> ="0__=862569AD005D68FB8f9e8a93df938690918c862569AD005D68FB"
> Content-Disposition: inline
>
> Dune:
>
> Tana asked me to review the proposed changes to the Enron Net Works NDA.  I
> have attached the revised NDA for your review and reference.  I have
> incorporated Jane's proposed changes to Section 1, but as I mentioned in my
> voice mail, I cannot agree to delete the arbitration provision.  (The
> agreement is not marked, but the only change from the last version is the
> Section 1 changes requested by Jane.) To the extent that Jane has specific
> concerns about the arbitration clause, I am happy to discuss them with her.
>
> Regards,
>
> Leslie Hansen
> Senior Counsel
> 713/853-6121
>
> (See attached file: Oracle NDAv.2.doc)
>
>                     Tana Jones
>                                          To:     Leslie Hansen/HOU/ECT@ECT
>                     11/17/2000           cc:
>                     08:57 AM             Subject:     [Fwd: [Fwd: NDA -
> Oracle]]
>
> What do you think?
> ----- Forwarded by Tana Jones/HOU/ECT on 11/17/2000 08:57 AM -----
>
>                     Dune Thorne
>                     <dune.thorne@o        To:     Tana.Jones@enron.com
>                     racle.com>            cc:
>                                           Subject:     [Fwd: [Fwd: NDA -
> Oracle]]
>                     11/16/2000
>                     07:08 PM
>
> Tana,
> I sent the CDA to our legal team and they had a few changes to make. Can
> you make these changes and send it back?
>
> Regards,
> Dune
>
> Content-Transfer-Encoding: 7bit
> Return-Path: <Jane.Akdoruk@oracle.com>
> Received: from oracle.com (dhcp-5op6-5op6-east-144-25-179-66.us.oracle.com
> [144.25.179.66])    by gmgw01.oraclecorp.com (8.8.8+Sun/8.8.8) with ESMTP
> id NAA02374;   Mon, 13 Nov 2000 13:46:28 -0800 (PST)
> Message-ID: <3A106127.A30BABDD@oracle.com>
> Date: Mon, 13 Nov 2000 15:46:16 -0600
> From: Jane Akdoruk <Jane.Akdoruk@oracle.com>
> X-Mailer: Mozilla 4.51 [en] (Win95; U)
> X-Accept-Language: en
> MIME-Version: 1.0
> To: Dune Thorne <dune.thorne@oracle.com>
> Subject: Re: [Fwd: NDA - Oracle]
> References: <3A0B33A7.27D1DC15@oracle.com>
> Content-Type: text/plain; charset=us-ascii
>
> Dune, I've reviewed the NDA and all of their changes are acceptable,
> except:
>
> --  The additions to the two sentences in Section 1 don't make sense as
> written, so should be restated as follows:
> Any written Confidential Information will be clearly labeled "Confidential
> Information" or, in the absence thereof, will be deemed Confidential
> Information if it is of such nature as should be known to the receiving
> Party
> to be confidential.  Any Confidential Information transmitted orally will
> be
> clearly identified as such by the Party disclosing such information at the
> time it is disclosed or, in the absence thereof, will be deemed
> Confidential
> Information if it is of such nature as should be known to the receiving
> Party
> to be confidential.
>
> --  We can't agree to the new language in Section 10.
>
> Feel free to forward my comments to Enron if you would like.  I would have
> revised the CDA accordingly, but they use a different redlining system than
> we
> do.
>
> Thanks.
>
> --
> Best regards,
>
> Jane Akdoruk
> Senior Corporate Counsel
> 972-409-3104 Phone
> 425-699-0930 Fax
>
> Dune Thorne wrote:
>
> > Jane,
> > I left you a voice message regarding the attached NDA. We have been
> > working on a partnership with Enron for the past few months, and the
> > division of Enron that we have been talking to has moved into a
> > different group within the company. The attached NDA includes the
> > language of the new group. Could you review it before we sign it?
> >
> > Thanks for you help.
> >
> > -Dune
> >
> >
> ------------------------------------------------------------------------
> >
> > Subject: NDA - Oracle
> > Date: Thu, 9 Nov 2000 17:11:22 -0600
> > From: Tana.Jones@enron.com
> > To: dune.thorne@oracle.com
> > CC: Dovie.Keprta@enron.com
> >
> > Dear Mr. Dune,
> >
> > At the request of Dovie Keprta, I am enclosing our proposed form of
> > Non-Disclosure Agreement.  I have also enclosed a blacklined draft
> showing
> > the changes from the NDA you executed with Enron Broadband.  If the
> > enclosed meets with your approval, please have an authorized officer
> > execute two copies and return them to me for execution by Enron.  If you
> > have any comments or questions, please do not hesitate to call me at
> (713)
> > 853-3399.
> >
> > (See attached file: Oracle.doc)
> > (See attached file: ORACLE.RED)
> >
> >
> ------------------------------------------------------------------------
> >                         Name: Oracle.doc
> >    Oracle.doc           Type: Winword File (application/msword)
> >                     Encoding: base64
> >              Download Status: Not downloaded with message
> >
> >                         Name: ORACLE.RED
> >    ORACLE.RED           Type: unspecified type (application/octet-stream)
> >                     Encoding: base64
> >              Download Status: Not downloaded with message
> >
> >
> ------------------------------------------------------------------------
> >
> >   Dune Thorne <dune.thorne@oracle.com>
> >   Senior Manager
> >   Exchange Business Development
> >
> >   Dune Thorne
> >   Senior Manager                 <dune.thorne@oracle.com>
> >   Exchange Business Development
> >                                  Fax: (650) 506-7817
> >                                  Work: (650) 607-0603
> >   Additional Information:
> >   Last Name     Thorne
> >   First Name    Dune
> >   Version       2.1
>
> (See attached file: dune.thorne.vcf)
>
> (See attached file: Oracle NDAv.2.doc)
> (See attached file: dune.thorne.vcf)
> (See attached file: dune.thorne.vcf)
>
>   ------------------------------------------------------------------------
>                                Name: Oracle NDAv.2.doc
>    Oracle NDAv.2.doc           Type: Winword File (application/msword)
>                            Encoding: base64
>                     Download Status: Not downloaded with message

-


 - Oracle NDAv3.doc