Your change in paragraph 2 is acceptable.  Please forward the documents for
execution as you have suggested.

Jennifer

-----Original Message-----
From: Mark.Greenberg@enron.com [mailto:Mark.Greenberg@enron.com]
Sent: Wednesday, February 28, 2001 3:30 PM
To: Jennifer Farac
Cc: Peter.Feltman@enron.com; Tana.Jones@enron.com
Subject: Re: 360 Networks Enron Net Works NDA



Jennifer -

I sincerely apologize to you for my delay in responding.  I had honestly
thought I had done so, but guess I was wrong.

I have reviewed the comments you made to the agreement and have the
following comments:

1.  Paragraph 1 - First insertion of "or those of its affiliates" - this is
acceptable.

2.  Paragraph 2 - Second insertion of "or its affiliates" - Since the term
"Company" is not a defined term and, as a defined term, is not used
elsewhere in the agreement, I would proposed that the provision where this
word appears be redrafted to state --

"Without limiting the generality of the foregoing, each such Representative
must be specifically informed that he/she can use the Confidential
Information solely in his/her capacity as a Representative of the Protected
Party."

3.  Paragraph 10 - The change to this area for New York law is fine.

Presuming the change in Paragraph 2 is acceptable, I will have the final
documents prepared, signed and forwarded for signature to your attention.

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




                    Jennifer Farac

                    <Jennifer.Fara        To:
"'Mark.Greenberg@enron.com'"
                    c@360.net>            <Mark.Greenberg@enron.com>

                                          cc:     Vanessa Wittman
<vanessaw@360.net>
                    02/08/2001            Subject:     360 Networks Enron
Net Works NDA
                    01:52 PM









Mark,

I have reviewed your standard form NDA and have noted two minor comments
thereon.  I have suggested the State of New York as a more neutral
jurisdiction and one that is widely used in commerical transactions, rather
than the State of Texas.  The other comments are self explanatory.

Please contact me should you have any concerns.



>  <<360 Networks - Enron NDA.doc>>

Jennifer Farac
Legal Counsel
360networks inc.
Direct: 604.648.7838
Fax:    604.648.7747
Email: jfarac@360.net

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(See attached file: 360 Networks - Enron NDA.doc)