Teaming Agreement

Everyone,

This is what CGI forwarded me this morning with regards to a potential
partnering agreement with Enron to respond to the RFP sent out for
development of Back-Office systems. The idea is for us to license our
"source-code' for the mid/back-office technology to CGI, who will then tweak
it to build a system for their customers. At this point in time, we have not
made any commitments, whatsoever, and are planning to do so only if this can
be done with minimal hand-holding from us (given our other project
commitments).

Please read through the Teaming Agreement at your earliest so we can all
discuss any revisions you may want made.

As CGI will be responding to this RFP today with potential support from ENW
(i.e. our code would be one of the key selling points), they had requested
some basic information on Enron, which we provided to them late last week.
This will be bundled with company specific information for CGI, that will be
provided as part of the Response to RFP.

Beth, I've also left a message for you with Blanca. Lets talk when you get a
chance so we can discuss this and other things sometime today.

Regards,
Rahil
3-3206

-----Original Message-----
From: "Greg Felton" <gregory.felton@cgiusa.com<@ENRON
[mailto:IMCEANOTES-+22Greg+20Felton+22+20+3Cgregory+2Efelton+40cgiusa+2Ecom+3E
+40ENRON@ENRON.com]
Sent: Tuesday, March 20, 2001 9:58 AM
To: Jafry, Rahil
Subject: Teaming Agreement

Rahil,

I've attached a copy of the teaming agreement Steve and I worked through.
Please note his final comments which are acceptable to us.

Thanks,

Gregory P. Felton
Director, eBusiness Solutions
CGI
1225 North Loop West
Suite 825
Houston, TX 77008
Office: (713) 868-5537 x1148
Mobile: (281) 787-9760
eMail: gregory.felton@cgiusa.com

-----Original Message-----
From: Abbanat, Stephen [mailto:Stephen.Abbanat@ENRON.com]
Sent: Friday, March 16, 2001 11:51 AM
To: gregory.felton@cgiusa.com
Subject: RE: Team Meeting

Greg,

Two quick comments. Mutual non-solicitation agreement will not be
accepted by Enron. It is corporate policy not to enter into these
agreements because they are unenforceable internally (we are just too
large and recruit too many people to track them). Certainly, we will
not use the partnership to recruit your people, but can not commit to
that in writing.

Second, the term of the confidentiality agreement is quite long (3
years). In the high tech world this is considered a quite long. I
think our attorneys like to keep these shorter (again for tracking
purposes). If we can make it 2 years and remove the mutual
non-solicitation, I will forward it.

- Steve

- Teaming Agreement.doc