ATTORNEY CLIENT COMMUNICATION
CONFIDENTIAL COMMUNICATION FOR ADDRESSEES ONLY


Mike -

I work with Mark Taylor's group and support both EOL and Clickpaper.com on 
numerous matters.  Prior to this, I worked with Peter del Vecchio in the pulp 
and paper area. 

Peter indicated that there was a possible deal being looked at with Itochu 
whereby there would be a "regional" Clickpaper.com established in Japan to 
assist Itochu in electronically servicing its pulp and paper clients.  My 
question to Peter was what software is being proposed to support the deal and 
under what licensing arrangement.

My understanding is that a software product provided by Ariba Inc. is used to 
support/power Clickpaper.com.  I was previously asked to review the Ariba 
software license in relation to Clickpaper.com's ability to establish 
"regional" Clickpaper.com systems.  The conclusions reached from this review 
were that (1) there are some restrictions on Enron's ability to use the 
software for more than the two sites for which the license was originally 
obtained (the "regional" sites being considered separate sites) and (2) that 
an assignment of the Enron rights is possible to an affiliate (presuming some 
level of Enron equity ownership); however, Enron would remain liable for the 
use (i.e., license fees and maintenance fees) and misuse of the software.  

If the Ariba software is the "Clickpaper software" supporting the proposed 
Itochu software license from Clickpaper.com/Enron, I would like to further 
explore the exact manner in which this license is being proposed and whether 
or not communications with Ariba have been undertaken to ensure this will not 
violate our existing software license.

If the "Clickpaper software" is not associated with the Ariba software (and 
its license), the analysis of the Ariba software license that I performed is 
not applicable.  However, if the "Clickpaper software" involves third party 
software and Enron's software license has not been reviewed, an analysis of 
this agreement should be undertaken to ensure  Enron can sublicense the 
product for use.  This will be especially important if we are intending to 
obtain rights to improvements made to this software (e.g., Japanese 
translations) which are generally intended to be owned by the owner of the 
software and not a licensee.

Please let me know if there is a need to discuss this matter further.

 
Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com