RE: Revised Draft of the Assignment and License Agreement A couple of comments on the revised form of Assignment and License 1.  This appears to allow the Estate to use the Software (including the EnronOnline Software) and the processes and services covered by the patents for trading gas and power within North America.  Is this the new deal?  For the template and the Wind deal?  Also, does 3.1 (b) allow Enron to sell the processes covered by the patents without any restriction on field of use? 2.  Are we now going to give Enron the right to sublicense and distribute Source Code?  I thought we were going to limit it to Object Code. 3.  In Section 3.1 do we need to define affiliates? 4.  Are the restrictions on Asssignment and Licensing in Section 4.4 supposed cover all the Software, including the mid and back office functions, or only the EOL Software?    -----Original Message----- From: 	Roger.Ross@weil.com@ENRON   Sent:	Friday, December  14, 2001 4:18 AM To:	mary.korby@weil.com; stephen.kahn@weil.com; marita.makinen@weil.com; stuart.ogg@weil.com; nancy.raber@weil.com; john.quattrocchi@weil.com; roberto.zapata@weil.com; michael.farnell@weil.com; Schuler, Lance (Legal); Daniels, Eddy; Koehler, Anne C.; Hansen, Leslie; Piper, Greg; Detmering, Tim Subject:	Revised Draft of the Assignment and License Agreement Here is the revised draft reflecting comments from Enron management team and Enron legal team (Houston). For some reason, I am unable to run Comparite remotely.  If someone located in NYO could run a comparison between Version 3 and Version 6 and distribute to this same list it will aid people in the review.  Thanks. Roger (Enron Assignment and License Agreement) (See attached file: n1bx06!.DOC) **********NOTE********** The information contained in this email message is intended only for use of the individual or entity named above.  If the reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited.  If you have received this communication in error, please immediately notify us by telephone (650-802-3000), and destroy the original message. Thank you.  - n1bx06!.DOC << File: n1bx06!.DOC >>