Kay:

Attached please find a revised NDA as per our discussion this morning.  I was 
unable to mark this document or generate a red-line, so unfortunately I'm 
only able to send you a clean copy.  The version attached is the earlier 
version I sent you with the following changes:  

1.  Section 2 was revised to delete lenders and to add the last sentence as 
per your revisions below.
2.  Section 5 was revised as per your revisions attached below.
3.  Section 6 was revised to clarify that compilations, etc. must contain 
info of the receiving Party or a third Party in addition to the Confidential 
Information.
4.  Section 10 was revised to provide that confidential information will be 
protected for 3 years from the Effective Date.

If the revised NDA is acceptable, I will finalize and have it executed and 
then forwarded as per you instructions for execution by i2. 

Regards,

Leslie Hansen



	Gillian Johnson@ENRON
	12/04/2000 12:51 PM
		 
		 To: Leslie Hansen/HOU/ECT@ECT
		 cc: Tana Jones/HOU/ECT@ECT, Denis O'Connell/LON/ECT@ECT
		 Subject: i2/enroncredit NDA

Leslie,

Please review i2's comments on their standard NDA as revised by us.  I will 
be out of the office for the rest of the week so please call me on my cell 
phone at 832-541-4115.

Thanks.

Gillian
---------------------- Forwarded by Gillian Johnson/NA/Enron on 12/04/2000 
12:49 PM ---------------------------


Kay_Klafehn@i2.com on 11/30/2000 06:44:53 PM
To: Gillian.Johnson@enron.com
cc: Cam_Reed@i2.com, Shea_Dugger@i2.com, Patty_Arnold@i2.com 

Subject: i2/enroncredit NDA


Gillian,
I have reviewed Enroncredit's requested changes to the NDA.  Most are fine.
In response to some, I have added or changed some language.  The only real
significant issue that I could see was the length of the protection period.
The absolute minimum i2 will agree to is 3 years.  Please review my changes
in the attached document.  I would be happy to discuss any of these and can
be reached at the numbers below.
Thanks for your help and your consideration.
K
(See attached file: EnronCredit.com 113000kak.doc)

Kay A. Klafehn
i2 Legal

W.  469.357.7157
M.  214.679.6531
F.   469.357.6566
 - EnronCredit.com 113000kak.doc