Hi Mark & Tana

Below is Dow's message and red-lined NDA.  They want Section 5 (no employee 
solicitation) taken out.

Let me know.

-JA

 -----Original Message-----
From:  "Guarino, Carlo (C)" <cguarino@dow.com>@ENRON 
[mailto:IMCEANOTES-+22Guarino+2C+20Carlo+20+28C+29+22+20+3Ccguarino+40dow+2Eco
m+3E+40ENRON@ENRON.com] 
Sent: Friday, April  27, 2001 1:54 PM
To: Pavetto, John; Allario, John
Cc: Jones, Tana; Greenberg, Mark; Mason, James (JL); Isley, Kenneth (KD); 
Ruiz, Fernando (F); Kalil, Charles (CJ)
Subject: RE: Non-disclosure Agreement

John, I have sent you back our suggested changes to the NDA. If you agree,
then please send it back as final and we'll get it signed. As you can tell,
we removed section 5 since in the spirit of co-operation, this seems
inappropriate and a very unlikely circumstance.


Best Regards,

Carlo
Carlo Guarino
Global Development Director
Dow Growth Center

Office  (989) 636-0860 / Mobile (313)655-7553
Fax      (989) 636-1453
Internet address: CGuarino@dow.com


-----Original Message-----
From: Allario, John [mailto:John.Allario@ENRON.com]
Sent: Friday, April 27, 2001 1:09 PM
To: Carlo Guarino (E-mail)
Cc: Pavetto, John; Jones, Tana
Subject: Non-disclosure Agreement


Carlo,

John Pavetto mentioned to me you and your team are presently reviewing
and proposing a few changes to our Non-disclosure Agreement.   You may
contact either Tana Jones (Legal Specialist) or Mark Greenberg
(Attorney) directly in order to address your comments or changes.
Please feel free to contact me also for any questions, comments or
scheduling.

Tana Jones - 713-853-3399
Mark Greenberg - 713-345-8897
John Allario - 713-853-4587

Best regards,

John Allario


 - DowNetWorks.doc