EBS Professional Services Agreement

Eric,

Thank you very much for taking the time to speak with Tom Moore and me.
Attached is the (only) contract which I have received from the EBS
origination team trying to close a deal with BMC Software. Steve Morse and
Chaz Vaughan report to Brad Nebergall (VP, Central Origination, EBS), who
reports to Jim Crowder (VP, Enterprise Services, EBS).

Please review, and provide your feedback to me, the EBS origination team
(Chaz, Steve, and Brad Nebergall), and Tom Moore.

If there are any other EBS deals/contracts on the table involving BMC, I
would like to do whatever I could to help them close on this. Please let me
know if I can do anything else for you! You can reach me at (x55968) or Tom
at (x55552). The origination team is at (Chaz: x58815, Steve: x37137, Brad:
x34714). On a final note, the originators have repeatedly driven home the
point that they must have this deal closed with BMC by end-of-day this
Friday, December 15. I am focused on helping them win the business however I
can.

Thank you,

Jeff

Jeff Youngflesh
Director, Business Development
Global Strategic Sourcing
Enron Corp.
333 Clay Street, 11th Floor
Houston, TX 77002
t: 713-345-5968
f: 713-646-2450
c: 713-410-6716

----- Forwarded by Jeff Youngflesh/NA/Enron on 12/12/2000 01:46 PM -----

Stephen Morse@ENRON COMMUNICATIONS
12/11/2000 03:20 PM

To: Chaz Vaughan/Enron Communications@Enron Communications
cc: Jeff Youngflesh/NA/Enron@ENRON
Subject: EBS Professional Services Agreement

Chaz,

I assume Jeff is running with this. The contract needs to be in place by
Thurs. 6pm CST in coordination with the EBS agreement.

Thanks,

Steve

Steve Morse
Enron Broadband Services
713-853-7137-work
713-569-7912-cell
email: stephen_morse@enron.net
----- Forwarded by Stephen Morse/Enron Communications on 12/11/00 03:24 PM
-----

Jeremy_Aber@bmc.com
12/08/00 03:35 PM

To: Stephen Morse/Enron Communications@Enron Communications, Chaz
Vaughan/Enron Communications@Enron Communications
cc: Ann_Munson@bmc.com, Joe_Young@bmc.com, Tari_Hoekel@bmc.com
Subject: EBS Professional Services Agreement

At the request of Ann Munson, attached is a revised draft of the Enron
Broadband Services Professional Services agreement.

This draft should replace any previous drafts sent.

<<Enron Broadband Services Agreement 120800.doc<<

Jeremy Aber
Senior Legal Counsel
BMC Software, Inc.
Tel: 713/918-3743
Fax: 713/918-7306
jeremy_aber@bmc.com

The information contained in and transmitted with this e-mail is (a) Subject
to attorney/client privilege; (b) Attorney work product; and ©
Confidential.

- Enron Broadband Services Agreement 120800.doc