This looks fine to me.  Thanks.

 -----Original Message-----
From:  Greenberg, Mark  
Sent: Friday, May 11, 2001 9:46 AM
To: Metts, Mark; Schuler-Legal, Lance; Piper, Greg
Cc: Montagne, Kevin; Jones, Tana
Subject: BEA Systems Inc.

Gentlemen -

We are working on a non-disclosure agreement with BEA Systems Inc., a 
software company.  The basis for the NDA is the disclosure to BEA of the EOL 
software and discussions concerning a possible transaction involving either 
the purchase or long term license of the software.  This possible transaction 
is in association with an ongoing project by ENW involving the EOL software.

The original NDA provided to BEA contained a unilateral non-solicitation 
provision.  BEA responded with a bilateral provision that sought to reach 
beyond BEA and ENW.  I have provided the attached language to BEA for their 
review.  They have subsequently approved the language.  

Basically, the attached is our standard non-solicitation provision, but has, 
as a caveat, a statement that the non-solicitation is only applicable to BEA 
and ENW, and not affiliates/subsidiaries or parent companies.

At your convenience, please let me know if the attached is acceptable for the 
BEA non-disclosure agreement.

If any of you should have any questions, please do not hesitate to call me.

 << File: BEA - nonsolicit language.doc >> 

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