Confidentiality Agreement

Attached please find a revised Confidentiality Agreement that should reflect
the substance of our conversation this morning. Please note that this
red-line compares the last version I sent you against my revised version
(which incorporates those of your proposed revisions that I noted were okay
with us.) As I mentioned, I will need to fax a copy of the NDA to London for
execution, so we would like to resolve all outstanding issues today to ensure
that we have an NDA in place for Wednesday's meetings.

Please call me at your earliest convenience with any additional comments or
concerns. If the agreement as revised is satisfactory, I will finalize and
have it executed by EnronCredit and then fax to you as per your instructions
for execution.

Regards,

Leslie Hansen