Vince & Stinson,

Just wanted to let you know that I had sent this e-mail below to Ms. Geman 
last Friday and have not heard back from her.  I'm sure she is very busy - 
but just wanted you to know that I am waiting on a response from her.

In the meantime, I did a couple of things:  

1.  I checked with Global Strategic Sourcing's attorney just for her input 
and opinion on having Ms. Geman's attorney hold the software in escrow and 
she said it would depend on whether it was a U.S. attorney and that we would 
probably need to get more information on the attorney.  So, I had sent these 
questions as listed below on to Ms. Geman.

2.  I checked into the cost of an escrow agreement with a company that  Enron 
has previously used for software escrow.  The company is called DSI 
Technology and they have different plans depending on our needs.  I briefly 
told DSI what we would probably need, and based on your need of having an 
agreement with a release condition whereby DSI would release the source code 
to Enron under certain conditions, it would have a cost of about $2,400 for 
the first year.  This would allow storage space for about 12 CD's.  All three 
parties:  DSI, Enron, and D-G Energy would have to sign such agreement.  
However, we would have to work out some special details on releasing the 
source code because normally DSI will only release if DSI gave them notice 
that they could release it or if certain conditions were met (such as D-G 
Energy went bankrupt).  

I did not send any of this information on to Ms. Geman - I want to see how 
she responds first.  However, I wanted to go ahead and let you know this 
since it is about $1,400 more than you had said you would be willing to pay.  
Do you have any input on this?

Thanks,
Karla


----- Forwarded by Karla Feldman/HOU/ECT on 08/03/2000 02:02 PM -----

	Karla Feldman
	07/28/2000 01:41 PM
		 
		 To: geman@dauphine.fr
		 cc: 
		 Subject: Software License

Dear Ms. Geman,

I met with Vince Kaminski yesterday regarding picking back up with the 
license agreement we were working on back in March.  He relayed some 
additional requirements which need to be added to the agreement, which 
include the following:

 1. The price agreed upon is $90,000.
 2. D-G will provide system support.
3. No later than 12 months of execution of the agreement, D-G will provide 
the source code to Enron.  In the meantime, the source code is to be in 
escrow.  Additionally, the source code would be released sooner than the 12 
months if any of the following conditions occur:  (i) D-G goes out of 
business; (ii) D-G is unable to provide effective technical support; or (iii) 
if D-G agrees to release it sooner.

Before I have our attorney add these things to the agreement, we need to 
discuss the escrow situation.  Vince mentioned that you had suggested that 
your attorney keep the software in escrow.   Is your attorney a U.S. 
attorney?  It seems like I may have recalled that way back in March you might 
have said you had a friend or relative that was an attorney.  Is that the 
same person?  Does this attorney work for a large firm, small firm, or solo 
practitioner?  Basically, if you could just provides some additional 
information about your attorney, I would appreciate it.

We normally would use an Escrow company to put the software in escrow.  We 
have dealt with a company here in the U.S. called DSI Technology.  I will 
check into that pending your answer regarding your attorney.

Once we decide what we want to do regarding placing the software in escrow, 
we will red-line the agreement to reflect such changes and e-mail it back to 
you for your review.

I look forward to hearing from you.

Karla Feldman
Enron Corp.
Contract Administration
(713) 646-7554