Mark,

    Thanks for the feedback.  I think that the only open issue is the Section 
5
nonsolicitation provision.  BEA has a corporate policy against 
nonsolicitation commitments,
primarily because of the administrative burden in keeping track of such 
obligations.   Of
course, it would be extremely short sighted of BEA to target a customer's 
employees.  The
only way that BEA could consider any such commitment would be to make the 
provisions
mutual.  As a practical matter, BEA is more at risk of having a customer 
solicit its
employees - who are experts with the BEA software in which a customer is 
interested - than
is our customer whose employees are experts at the customer's business in 
which BEA is not
engaged.

    I have attached a revised draft of the NDA letter in which I have 
incorporated your
feedback and added in a mutual nonsolicitation provision.

    Does this work for you?

    Regards,

    Steve

Mark.Greenberg@enron.com wrote:

> Steve -
>
> Thanks for the comments.  Here are my responses:
>
> 1.  Introductory Paragraph - Section (a) is unacceptable as this places an
> administrative burden on Enron that currently does not exist.  Section (b)
> is acceptable.
>
> 2.  Paragraph 3 - Changes are acceptable.
>
> 3.  Paragraph 4 -  Changes in this section are acceptable, however, it is
> Enron's strong preference that no indemnity language be included.
>
> 4.  Paragraph 5 - Deletion of this provision is unacceptable.
>
> 5.  Paragraph 6 - This deletion is fine.
>
> 6.  Paragraph 7 - This change is acceptable.
>
> 7.  Paragraph 9 - This change is acceptable.
>
> If we still need to discuss the above items, please call me.  Otherwise,
> please confirm that we can move forward based upon your changes and Enron's
> responses.
>
> Thanks.
>
> Mark
> Senior Counsel, EWS
> Phone:     713-345-8897
> Facsimile: 713-646-3490
> E-Mail:      Mark.Greenberg@enron.com
>
>
>                     Steve Howarth
>                     <steve.howart        To:     mark.greenberg@enron.com
>                     h@bea.com>           cc:
>                                          Subject:     [Fwd: BEA - ENRON:  
NONDISCLOSURE
>                     05/01/2001           AGREEMENT/LETTER]
>                     11:52 AM
>
>
>
>     Mark,
>
>     Sorry, but I misspelled your name when I first sent the following
> message this morning.
>
>     Regards,
>
>     Steve
>
> X-Mozilla-Status2: 00000000
> Message-ID: <3AEEE8FB.2FBD727D@bea.com>
> Date: Tue, 01 May 2001 10:48:59 -0600
> From: Steve Howarth <steve.howarth@bea.com>
> X-Mailer: Mozilla 4.61 [en] (Win98; I)
> X-Accept-Language: en
> MIME-Version: 1.0
> To: mark.greenburg@enron.com
> CC: Francis Minor <fminor@bea.com>, Mike Thack <mike.thack@bea.com>,
> Chuck Hixson <chuck.hixson@bea.com>
> Subject: BEA - ENRON:  NONDISCLOSURE AGREEMENT/LETTER
> Content-Type: multipart/mixed ; boundary="
> ------------2161B611D0F97A4065FF80B8"
>
>     Mark,
>
>     I have been asked to review the proposed NDA/letter submitted by
> Enron to BEA.  Attached are redlined and clean versions of Rev2 of the
> letter showing our proposed modifications.  If this Rev2 is acceptable,
> I will be pleased to print, sign and return to you the clean version on
> BEA's behalf.
>
>     Please feel free to contact me at 720.528.6007 if you have any
> questions.
>
>     Regards,
>
>     Steve
>
> (See attached file: ENRON  NDA 01 05 01, rev2redline.doc)
> (See attached file: ENRON  NDA 01 05 01, rev2clean.doc)
> (See attached file: steve.howarth.vcf)
> (See attached file: steve.howarth.vcf)
>
>   ------------------------------------------------------------------------
>                                           Name: ENRON NDA 01 05 01, 
rev2redline.doc
>    ENRON NDA 01 05 01, rev2redline.doc    Type: Winword File 
(application/msword)
>                                       Encoding: base64
>
>                                         Name: ENRON NDA 01 05 01, 
rev2clean.doc
>    ENRON NDA 01 05 01, rev2clean.doc    Type: Winword File 
(application/msword)
>                                     Encoding: base64

 - ENRON  NDA 01 05 01, rev3redline.doc
 - ENRON  NDA 01 05 01, rev3clean.doc
 - steve.howarth.vcf