Hi, this is a copy of the original NDA that we gave to Erisk earlier today.
They already started to mark this up and I will provide these comments to you.

David


---------------------- Forwarded by David P Dupre/HOU/ECT on 11/30/2000 08:45 
AM ---------------------------


Craig Chaney
11/30/2000 07:54 AM
To: David P Dupre/HOU/ECT@ECT
cc:  
Subject: NDA


---------------------- Forwarded by Craig Chaney/HOU/ECT on 11/30/2000 07:54 
AM ---------------------------


Leslie Hansen
11/28/2000 04:13 PM
To: rharris@credit2B.com
cc: Craig Chaney/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Jeff 
Kinneman/HOU/ECT@ECT 

Subject: NDA

Dear Robert: 

Craig Chaney asked me to review the proposed NDA that you forwarded to him in 
anticipation of a meeting between Credit 2B and EnronCredit.com early next 
week.  The NDA that you forwarded to Craig protects only Credit 2B as a 
disclosing party.  After discussing this matter with Craig, I understand that 
this relationship might rapidly evolve and require EnronCredit.com to 
disclose confidential information to Credit 2B as well.  Accordingly, I 
propose that in the interests of efficiency, we negotiate and finalize a 
bilateral NDA up front.  

I have thus prepared the attached bilateral NDA for your review and comment.  
I have taken Enron's standard form of NDA and incorporated those provisions 
of Credit2B's NDA to which I can agree.

I look forward to discussing any comments or concerns that you may have.  
Craig would like to finalize this NDA by Friday.

Regards,

Leslie M. Hansen,
Senior Counsel
(713) 853-6121