Bob---- are you now in charge of EBS---put another way are "You da Man"
----- Forwarded by Richard B Sanders/HOU/ECT on 09/28/2000 05:51 PM -----

	Kenton Erwin@ENRON COMMUNICATIONS
	09/28/2000 11:50 AM
		 
		 To: Eric Merten/Enron Communications@Enron Communications
		 cc: Laura Beneville/Enron Communications@Enron Communications, Richard B 
Sanders/HOU/ECT@ECT
		 Subject: SGSI litigation threat:  our response

Eric, here is my response to the paragraph (in SGSI's letter concerning the 
money due for SGSI's work on the GeoQual web map project) which is underlined 
on page 3 and which takes the position that if we did not have a written 
Statement of Work in place, then SGSI owns all the work it did for us and we 
must cease use of it.  You and Laura might want to use this paragraph in your 
response to all his other business-related arguments.  (I might add, for the 
record and as a point for the future, that we can easily get into this kind 
of trouble when we don't take care to obtain signed Statements of Work before 
the work starts.)

Here it is:

Mr. Schlosser, your letter states that the ePower Locator, GeoQual, Hamachi, 
and Mountain Top applications are SGSI's intellectual property because the 
parties do not have an executed Statement of Work.  This argument is 
incorrect.  Both parties are bound by the fully executed professional 
services contract, which clearly states in Article 17 that all material 
developed by Consultant (SGSI) "shall become the property of Company (EBS) 
when prepared."  Because the work, whether or not covered in a written 
Statement of Work, was requested by EBS and performed by SGSI (subject to 
EBS' concerns about such performance),  the work is clearly covered by the 
Professional Services Contract, and the foregoing statement of ownership 
applies.  Accordingly, EBS respectfully refuses your requests concerning such 
work.





Eric and Laura, I would be happy to look at the balance of the letter, once 
you've written it.  You have my permission to go hard on these folks, if 
their work was poor and there was no EBS authorization for them to run up 
such high charges.


Kenton