Mark, 
        Thanks for the update.  No problem with the change. 
Ray 
-----Original Message----- 
From: Mark.Greenberg@enron.com [mailto:Mark.Greenberg@enron.com ] 
Sent: Thursday, October 04, 2001 10:55 AM 
To: rdezenzo@quallaby.com 
Cc: Tana.Jones@enron.com; Dan.Cummings@enron.com; Rick.Shoup@enron.com 
Subject: RE: Quallaby / Evaluation Agreement 
Ray - 
I apologize.  It appears that I did not circulate the agreement for signature.  I have done so this a.m. and it should be sent to you later today.
One note, in Paragraph 2.1, Quallaby had inserted the phrase "best efforts" in relation to action by Enron to procure protection for disclosed information.  I have revised this one item to read "reasonable efforts" - which is consistent with my comments made in other areas of the agreement.
Thanks for the patience and, once again, I apologize for the delay. 
Mark 
    -----Original Message----- 
   From:   "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
             [mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com ] 
   Sent:   Thursday, October 04, 2001 7:51 AM 
   To:     Shoup, Rick; Greenberg, Mark 
   Cc:     Jones, Tana; Cummings, Dan 
   Subject:  RE: Quallaby / Evaluation Agreement 
   Quallaby has not rec'd anything. 
   Please confirm use of the following address: 
           Quallaby Corporation 
           59 Composite Way, Suite 400 
           Lowell, MA 01851 
           Attn: Ray DeZenzo 
   Thanks. 
   -----Original Message----- 
   From: Rick.Shoup@enron.com [mailto:Rick.Shoup@enron.com  << File: 
   mailto:Rick.Shoup@enron.com  >> ] 
   Sent: Wednesday, October 03, 2001 7:13 PM 
   To: Mark.Greenberg@enron.com; rdezenzo@quallaby.com 
   Cc: Tana.Jones@enron.com; Dan.Cummings@enron.com 
   Subject: RE: Quallaby / Evaluation Agreement 
   Mark, 
      Has Quallaby been sent the signed document? 
   Thanks, 
   Rick 
      -----Original Message----- 
      From: Greenberg, Mark 
      Sent: Tuesday, September 18, 2001 10:30 PM 
      To: "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
      Cc: Jones, Tana; Shoup, Rick; Greenberg, Mark 
      Subject: RE: Quallaby / Evaluation Agreement 
      Ray - 
      The changes made are acceptable.  I will have two originals 
   circulated 
      internally for signature and forward them to your company for 
      counter-signature. 
      As I will be out of the office through tomorrow, it may be the end of 
      the week before you have the agreements in hand. 
      Mark 
        -----Original Message----- 
        From: "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
        Sent: Mon 9/17/2001 5:37 PM 
        To: Greenberg, Mark 
        Cc: Shoup, Rick; Axbey, Tom; Borchgrevink, Jack 
        Subject: RE: Quallaby / Evaluation Agreement 
        Mark, 
                Attached you'll find a clean and blackline version of the 
        revised agreement which reflects changes resulting from your items 
        1,2,3 and 5 below.  The intent behind not changing item 4 is that 
   if 
        Enron were to use the software in one of the identified "dangerous 
   or 
        hazardous" uses Enron would be on it's own.  If you have any 
   further 
        questions or comments please do not hesitate to contact me at 978 
        322-4220.  Otherwise please arrange to execute 1 original and fax 
   it 
        to me at 978 322-4100 for counter signing. 
        Thanks, 
        Ray 
        -----Original Message----- 
        From: Mark.Greenberg@enron.com [ mailto:Mark.Greenberg@enron.com  
   << File: mailto:Mark.Greenberg@enron.com  >> 
        <mailto:Mark.Greenberg@enron.com  << File: 
   mailto:Mark.Greenberg@enron.com  >> > <<mailto:Mark.Greenberg@enron.com  
   << File: mailto:Mark.Greenberg@enron.com  >> >> 
        ] 
        Sent: Monday, September 17, 2001 10:44 AM 
        To: rdezenzo@quallaby.com 
        Cc: Rick.Shoup@enron.com 
        Subject: RE: Quallaby / Evaluation Agreement 
        Ray - 
        Thanks for the response and the black line.  Below are my 
   additional 
        comments: 
        1.  The reference to "Hardware Products" needs to be deleted, as 
   does 
        the 
        Schedule B.  It is my understanding that the hardware is provided 
   by a 
        different vendor.  If it is necessary to reference the hardware as 
   a 
        requirement for running the software programs, this should be 
   listed 
        in 
        Schedule A as a specification. 
        2.  Paragraph 2.1 - the term "its best efforts" should be replaced 
        with 
        "reasonable efforts" and, if it is Quallaby's position that Enron 
        pursue 
        confidential treatment of the information, despite legal 
   requirements 
        to 
        disclosed placed on Enron, the reasonable cost for pursuing this 
        protection 
        should be borne by Quallaby. 
        3.  Paragraph 3.2 - the change made at the end of the paragraph 
   needs 
        to 
        read "... BUT SPECIFICALLY EXCLUDING ANY WARRANTIES ASSOCIATED WITH 
        THE 
        INDEMNITY OBLIGATIONS OF SECTION 3.1(a) AND 3.1(b) ABOVE."  Since 
        neither 
        of the referenced provisions are, themselves, warranties, it is 
        incorrect 
        to reference them in 3.2 as being warranties. 
        4.  Paragraph 3.3 - the following language should be inserted after 
        the 
        word "applications" - "save and except for any indemnity 
   obligations 
        of 
        Quallaby set forth in Section 3.1 above."  By not having this 
        reference, it 
        is possible that section 3.3 could be read to negate Quallaby's 
        obligations 
        as set out in Section 3.1. 
        5.  In Section 5 of the Agreement - a new paragraph should be added 
   as 
        paragraph 5.9 to indicate as follows:  "The provisions of Sections 
   2, 
        3 and 
        4 shall survive any termination or expiration of this Agreement." 
        This is 
        more so important now that Quallaby has included specific 
   provisions 
        enabling it to terminate the agreement upon a threat of an 
        infringement 
        claim. 
        With changes in the areas indicated above incorporated into the 
        agreement, 
        we are prepared to move this matter forward. 
        Thanks for your continued assistance and cooperation. 
        Mark 
            -----Original Message----- 
           From:   "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
                     [ 
   mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com  
    << File: 
   mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com  
   >> 
        < 
   mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com  
    << File: 
   mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com  
   >> > 
        << 
   mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com  
    << File: 
   mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com  
   >> >> 
        ] 
           Sent:   Monday, September 17, 2001 7:44 AM 
           To:     Greenberg, Mark 
           Cc:     Shoup, Rick; Borchgrevink, Jack; Axbey, Tom 
           Subject:  Quallaby / Evaluation Agreement 
           Mark, 
                   Attached you'll find a clean and blackline version of 
   the 
           Evaluation Agreement.  We have accepted many of your changes and 
           rearranged others.  If you have any questions or would like to 
        discuss 
           any component of the agreement please do not hesitate to contact 
   me 
           directly at 978 322-4220.  Otherwise please arrange to execute 1 
           original and fax it to me at 978 322-4100 for counter signing. 
           Thanks, 
           Ray DeZenzo 
           CFO 
           Quallaby Corporation 
            <<Evaluation Agreement - Enron - 010917.DOC>>  <<Evaluation 
        Agreement - 
           Enron - 010917-BL.DOC>> 
            - Evaluation Agreement - Enron - 010917.DOC << File: Evaluation 
           Agreement - Enron - 010917.DOC >> 
            - Evaluation Agreement - Enron - 010917-BL.DOC << File: 
   Evaluation 
           Agreement - Enron - 010917-BL.DOC >> 
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   ********************************************************************** 
         - Evaluation Agreement - Enron - 010917-2.DOC <<Evaluation 
   Agreement 
        - Enron - 010917-2.DOC>> 
         - Evaluation Agreement - Enron - 010917-2-BL.DOC <<Evaluation 
        Agreement - Enron - 010917-2-BL.DOC>>