QUESTION: We have received the executed First Amendment to ISDA Master Agreement dated as of July 5, 2000. This amendment changes the Material Adverse Change Clause in the Agreement. Copies will be distributed.
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ANS: J. Aron & Company

QUESTION: As an FYI, from time to time I will be preparing NDAs for the Networks team headed by Mark S. Palmer working with Travis on "Project Offline". Project Offline has evolved a form of NDA and added a non-solicitation clause and a residuals clause. I wanted you to be familiar with the form in case Travis is not here, you,as are my backup lawyer for the Networks team. The form, like all my Networks forms is kept in my "Confidentiality Agreements" subdirectory under "Forms" (in case you ever need it and I'm not around).
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ANS: Offline NDA Form

QUESTION: Please note that the Enron Cash Balance Plan has retained Smith Graham, Gerald Smith's firm, to manage $15 million of pension assets. This fixed-income portfolio will be funded during July. I am available for further discussion at your convenience.
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ANS:
Smith Graham