Barbara Gray has asked me to seek your advice concerning our Enron Net Work client's request that we send a Confidentiality Agreement to an Enron Net Works customer located in Australia.  Among the issues we are concerned with are whether Confidentiality Agreements are enforceable in Australian courts, should we include our standard arbitration provision and would such provision be enforceable or would we be better off getting the customer to submit to the jurisdiction of the NY courts, and lastly are there any other provisions we should be putting in the agreement.  When you have a minute we would be most appreciative of your input.  I have attached the form of Confidentiality Agreement we propose to submit to our customer.