Ray -

I apologize.  It appears that I did not circulate the agreement for signature.  I have done so this a.m. and it should be sent to you later today.

One note, in Paragraph 2.1, Quallaby had inserted the phrase "best efforts" in relation to action by Enron to procure protection for disclosed information.  I have revised this one item to read "reasonable efforts" - which is consistent with my comments made in other areas of the agreement.

Thanks for the patience and, once again, I apologize for the delay.

Mark 

 -----Original Message-----
From: 	"DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON [mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Thursday, October 04, 2001 7:51 AM
To:	Shoup, Rick; Greenberg, Mark
Cc:	Jones, Tana; Cummings, Dan
Subject:	RE: Quallaby / Evaluation Agreement


Quallaby has not rec'd anything. 
Please confirm use of the following address: 
        Quallaby Corporation 
        59 Composite Way, Suite 400 
        Lowell, MA 01851 
        Attn: Ray DeZenzo 
Thanks. 
-----Original Message----- 
From: Rick.Shoup@enron.com [mailto:Rick.Shoup@enron.com << File: mailto:Rick.Shoup@enron.com >> ] 
Sent: Wednesday, October 03, 2001 7:13 PM 
To: Mark.Greenberg@enron.com; rdezenzo@quallaby.com 
Cc: Tana.Jones@enron.com; Dan.Cummings@enron.com 
Subject: RE: Quallaby / Evaluation Agreement 
Mark, 
   Has Quallaby been sent the signed document? 
Thanks, 
Rick 
   -----Original Message----- 
   From: Greenberg, Mark 
   Sent: Tuesday, September 18, 2001 10:30 PM 
   To: "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
   Cc: Jones, Tana; Shoup, Rick; Greenberg, Mark 
   Subject: RE: Quallaby / Evaluation Agreement 
   Ray - 
   The changes made are acceptable.  I will have two originals circulated 
   internally for signature and forward them to your company for 
   counter-signature. 
   As I will be out of the office through tomorrow, it may be the end of 
   the week before you have the agreements in hand. 
   Mark 
     -----Original Message----- 
     From: "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
     Sent: Mon 9/17/2001 5:37 PM 
     To: Greenberg, Mark 
     Cc: Shoup, Rick; Axbey, Tom; Borchgrevink, Jack 
     Subject: RE: Quallaby / Evaluation Agreement 
     Mark, 
             Attached you'll find a clean and blackline version of the 
     revised agreement which reflects changes resulting from your items 
     1,2,3 and 5 below.  The intent behind not changing item 4 is that if 
     Enron were to use the software in one of the identified "dangerous or 
     hazardous" uses Enron would be on it's own.  If you have any further 
     questions or comments please do not hesitate to contact me at 978 
     322-4220.  Otherwise please arrange to execute 1 original and fax it 
     to me at 978 322-4100 for counter signing. 
     Thanks, 
     Ray 
     -----Original Message----- 
     From: Mark.Greenberg@enron.com [ mailto:Mark.Greenberg@enron.com << File: mailto:Mark.Greenberg@enron.com >>  
     <mailto:Mark.Greenberg@enron.com << File: mailto:Mark.Greenberg@enron.com >> > <<mailto:Mark.Greenberg@enron.com << File: mailto:Mark.Greenberg@enron.com >> >> 
     ] 
     Sent: Monday, September 17, 2001 10:44 AM 
     To: rdezenzo@quallaby.com 
     Cc: Rick.Shoup@enron.com 
     Subject: RE: Quallaby / Evaluation Agreement 
     Ray - 
     Thanks for the response and the black line.  Below are my additional 
     comments: 
     1.  The reference to "Hardware Products" needs to be deleted, as does 
     the 
     Schedule B.  It is my understanding that the hardware is provided by a 
     different vendor.  If it is necessary to reference the hardware as a 
     requirement for running the software programs, this should be listed 
     in 
     Schedule A as a specification. 
     2.  Paragraph 2.1 - the term "its best efforts" should be replaced 
     with 
     "reasonable efforts" and, if it is Quallaby's position that Enron 
     pursue 
     confidential treatment of the information, despite legal requirements 
     to 
     disclosed placed on Enron, the reasonable cost for pursuing this 
     protection 
     should be borne by Quallaby. 
     3.  Paragraph 3.2 - the change made at the end of the paragraph needs 
     to 
     read "... BUT SPECIFICALLY EXCLUDING ANY WARRANTIES ASSOCIATED WITH 
     THE 
     INDEMNITY OBLIGATIONS OF SECTION 3.1(a) AND 3.1(b) ABOVE."  Since 
     neither 
     of the referenced provisions are, themselves, warranties, it is 
     incorrect 
     to reference them in 3.2 as being warranties. 
     4.  Paragraph 3.3 - the following language should be inserted after 
     the 
     word "applications" - "save and except for any indemnity obligations 
     of 
     Quallaby set forth in Section 3.1 above."  By not having this 
     reference, it 
     is possible that section 3.3 could be read to negate Quallaby's 
     obligations 
     as set out in Section 3.1. 
     5.  In Section 5 of the Agreement - a new paragraph should be added as 
     paragraph 5.9 to indicate as follows:  "The provisions of Sections 2, 
     3 and 
     4 shall survive any termination or expiration of this Agreement." 
     This is 
     more so important now that Quallaby has included specific provisions 
     enabling it to terminate the agreement upon a threat of an 
     infringement 
     claim. 
     With changes in the areas indicated above incorporated into the 
     agreement, 
     we are prepared to move this matter forward. 
     Thanks for your continued assistance and cooperation. 
     Mark 
         -----Original Message----- 
        From:   "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
                  [ 
     mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com << File: mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com >>  
     <mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com << File: mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com >> > 
     <<mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com << File: mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com >> >> 
     ] 
        Sent:   Monday, September 17, 2001 7:44 AM 
        To:     Greenberg, Mark 
        Cc:     Shoup, Rick; Borchgrevink, Jack; Axbey, Tom 
        Subject:  Quallaby / Evaluation Agreement 
        Mark, 
                Attached you'll find a clean and blackline version of the 
        Evaluation Agreement.  We have accepted many of your changes and 
        rearranged others.  If you have any questions or would like to 
     discuss 
        any component of the agreement please do not hesitate to contact me 
        directly at 978 322-4220.  Otherwise please arrange to execute 1 
        original and fax it to me at 978 322-4100 for counter signing. 
        Thanks, 
        Ray DeZenzo 
        CFO 
        Quallaby Corporation 
         <<Evaluation Agreement - Enron - 010917.DOC>>  <<Evaluation 
     Agreement - 
        Enron - 010917-BL.DOC>> 
         - Evaluation Agreement - Enron - 010917.DOC << File: Evaluation 
        Agreement - Enron - 010917.DOC >> 
         - Evaluation Agreement - Enron - 010917-BL.DOC << File: Evaluation 
        Agreement - Enron - 010917-BL.DOC >> 
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      - Evaluation Agreement - Enron - 010917-2.DOC <<Evaluation Agreement 
     - Enron - 010917-2.DOC>> 
      - Evaluation Agreement - Enron - 010917-2-BL.DOC <<Evaluation 
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