Mark/Travis-

Please let me know if you are comfortable with the attached language to be 
utilized in the linking agreements, prepared by V&E in accordance with our 
discussions.

Thanks, 

John


John Viverito
Phone (713) 345-7814
Fax       (713) 646-3490
e-mail John.Viverito@enron.com
----- Forwarded by John Viverito/Corp/Enron on 01/11/2001 06:12 PM -----

	"Alderden, Emily" <ealderden@velaw.com>
	01/11/2001 05:09 PM
		 
		 To: "'John.Viverito@enron.com'" <John.Viverito@enron.com>
		 cc: 
		 Subject: DealBench Linking:  Indemnity Language (4(c))

(c)   In addition to the foregoing, DealBench will defend at its own
expense, indemnify and hold harmless Envera from and against any and all
liabilities, damages, losses, costs and expenses of any kind (including
reasonable attorneys' fees and costs), to the extent arising out of or
resulting from any claim brought against Envera by any third party based on
an allegation that the DealBench Marks used as permitted under this
Agreement infringe any trademarkrights trademark rights of any third party
(an "Infringement Claim"), provided that:  (i) Envera notifies DealBench
promptly (in any event no later than five days from notice) in writing of
the claim Infringement Claim; (ii) DealBench has sole control of the defense
and all related settlement negotiations and (iii) Envera provides DealBench
with assistance, information and authority necessary to perform the above.
If any settlement requires any obligation or ongoing liability of Envera
other than the payment of money for which Envera will be indemnified
hereunder, then such settlement shall require Envera's written consent,
which shall not be unreasonably withheld or delayed.  The parties
acknowledge and agree that any final judgment entered against Envera on an
Infringement Claim by a third party, or any amounts required to be paid in
settlement of any Infringement Claim by a third party, shall be deemed
direct damages of Envera.  The foregoing notwithstanding, DealBench shall
have no liability for any claim Infringement Claim of infringement based
upon any use of the DealBench Marks not expressly authorized under this
Agreement. ,

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