QUESTION: Gentlemen - We are working on a non-disclosure agreement with eonxchange, Inc., a software company involved in the building, licensing and operating of "smart electronic exchanges" through the use of "thought-ware." The basis for the NDA is the disclosure between the companies of software products and ideas (associated with the EOL software) and discussions concerning a possible transaction involving either the purchase or long term license of some aspects of the products eonxchange owns. This possible transaction is in association with an ongoing project by ENW involving the EOL software. The original NDA provided was provided to ENW through a financial advisor to eonxchange (Houlihan Lokey Howard and Zukin Capital) and contained a unilateral non-solicitation provision in favor of eonxchange. We have responded a bilateral provision consistent with our standard non-solicitation provision. I have attempted to further limit this language so that it would only be applicable between eonxchange and ENW (and not affiliates/subsidiary and parent companies). This was, however, rejected by eonxchange. I have attached the most current provision below for your review, comment and/or approval. At your convenience, please let me know if the attached is acceptable for the eonxchange non-disclosure agreement. If any of you should have any questions, please do not hesitate to call me.
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ANS: Confidentiality Agreement With EonXChange

QUESTION: Hi! I just got back from Germany! It was a pleasant trip but things in Frankfurt are just so expensive. I went there for a distributor's meeting, and had the opportunity to meet the people that we are having correspondence with over fax and e-mail in the past. Our account officer is a pretty girl and she is only 23 years old. The downside is that she is married for one year already. Oh well, life's tough. I think one of the other distributors noticed me flirting with this girl. Well, a quarter of the way around the world should be fair game. Anyway, I was surprised that Frankfurt wasn't that big of a city. You can walk from the main parts of the city in a few minutes. Mostly, they only have Churches (every five blocks there seems to be one), slaughterhouses, and castles. In fact, they have been preserving so many allegedly historical buildings. These are ugly ass buildings that have no apparent architectural appeal. Due to this, the new European Central Bank buildings has to be built at the back of one of these alleged historical sites. The building is long and takes up too much prime space with no apparent purpose whatsoever. This seems to be a prevalent site in most of Frankfurt. A pleasant surprise during my trip was that the company paid for my hotel room. I was prepared to pay for it, but I wasn't charged when I checked-out. Our meeting lasted from Monday to Thursday, which left Friday and Saturday free for me before my flight on Sunday. I decided to join a city tour by bus to Rothenburg. Well, I was initially set on going to Heidelberg but I met this American Chinese girl who was travelling alone and I decided to just accompany her to Rothenburg. She works in Santa Clara for some upstart IT company. I told my girlfriend about it because nothing really happened aside from us spending the whole of Friday and Saturday together. Then again, I am not sure what I would have told her if something did happen ;-) I'm seriously thinking of taking my Masters in Finance here in the University of the Philippines. However, the application forms would only be available every May and the exam would be in August. It would be a one-year course starting September, which would time my graduation right about when Claudine finishes her local board exams. I guess I don't see a bright future here in the Philippines, and I may just follow her when she specializes in the States or Canada. Unless something drastic happens and our country just progresses rapidly, or my stars change, I think that this would be the plan that I would take. I guess her petitioning me for a Canadian citizenship would help a lot in getting a job in Canada or the US. I'm pretty sure that the US economy would pick-up after two years. You guys never stay down! My country is sinking because of the ever-divided people. There is no unity and I would suggest for us to just divide the goddamn country - one for the Muslims, one for the Chinese, and one for the Spanish people - then we call it the Divided States of the Philippines!!! Oh well, I'm just ranting right now. Just write when you have the time. Have you spoken to Khan lately? Tell his ass to write me! I haven't heard from him for quite some time now. I hope he is okay. Send him my regards. Cliff
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ANS: Hi!

QUESTION: Rod: attached is a recap of current credit derivatives trading in Jeff K.'s group. I don't know about activity during Shari's oversight but I hear it was minimal. How does this compare with Enron Credit.com? Also, do we want agreements with other trading counterparties (e.g., DLJ Capital Funding, Inc.)? Are Jeff and Paul calling credit before trading? Please call to chat when you have a chance. Thanks. Sara
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ANS:
Credit Derivatives