Jim, so long as you and Jim Derrick have approved from a legal perspective, 
Jeff approves.  SRS




Jim Armogida
02/03/2000 02:36 PM
To: Jeff Skilling/Corp/Enron@ENRON, James Derrick/Corp/Enron@ENRON, J Mark 
Metts/HOU/ECT@ECT
cc: Jay Fitzgerald/Corp/Enron@ENRON 

Subject: Non-solicitation Agreement ---Enron Corp. and Scient Corporation

The purpose of this email is to obtain the necessary approvals from each of 
you per the policy dated October 27, 1999 concerning entering into agreements 
containing non-solicitation provisions.

Jay Fitzgerald has been negotiating and is about to finalize a services 
agreement with Scient Corporation (Scient will be providing software and 
hardware related services).  It contains a mutual agreement not to solicit 
the other's employees for a one year period.   Jay thinks the major 
beneficiary of that provision will be us, since it is more likely that they 
will want some of our employees rather than the other way around.

Please indicate your approval by reply to this email.  Thank you.