I was asked to contact you regarding your proposed confidentiality
agreement.

As drafted, we think the confidentiality agreement is overly broad, and
potentially could limit our ability to speak with and participate in other
ECNs.  Consequently, I suggest that we create a definition as to what items
specifically constitute confidential information, and attach a list of those
items as a schedule to the agreement.  Using this methodology, we prevent
putting ourselves in the position where we need to worry about the broad
definition currently contained in your agreement every time we speak with a
competing ECN.

If you wish to discuss this matter further, I can be reached at (212)
566-9647.

Regards,

Rob


Robert P. Schlossberg
General Counsel
E D & F Man International Inc
Two World Financial Center
New York, NY 10281-2700

Tel:  212-566-9647
Fax: 212-566-9460
robs@edfman.com


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