Confidentiality Agreement Request

Please prepare our standard confidentiality agreement for the counterparty
below. Please deliver to Dick Robinson. The agreement should read such that
it will also be effective if we view the financials at their office (instead
of receiving a hard copy of the statements). Let me know if you have any
questions. Thanks!

Richard T Robinson
11/07/2000 11:18 AM
To: Laurie Mayer/HOU/ECT@ECT, Tanya Rohauer/HOU/ECT@ECT
cc:
Subject:

Counterparty: Marcal Paper Mills, Inc.
One Market Street
Elmwood Park, NJ 07407-1451

Attn: Peter A. Marcalus, Sr. VP
201-703-6404 ph #.
201-703-6234 fax #

Enron is proposing to sell physical mixed waste paper to Marcal as well as
enter into financial swaps. We need to prepare a confidentiality agrmt which
will allow Enron to review financials on Marcal.

Thanks - Dick