NDA process

Group-

Earlier this week, we met Tana Jones (Senior Legal Specialist) and Leslie
Hansen (Legal Counsel) with ENA (servicing ENW) to discuss the process for
executing NDAs. Leslie will serve as in-house legal counsel for EMS while
Tana will be the Senior Legal Assistant for all documentation such as NDAs.

There are two general forms that ENW uses for NDAs. The first form is
bilateral and used when both parties are disclosing confidential business
information. The second is unilateral and more clearly and thoroughly
articulates Enron's interests. The second form should be used when Enron is
the only party disclosing confidential information.

When you would like to execute an NDA with an outside party, please contact
Tana via email (tana.jones@enron.com) and carbon copy myself, providing the
following information:
1. Which form you would like to use
2. General description of the confidential information to be shared
3. Counterparty's legal name
4. Counterparty's address
5. Contact name at Counterparty
6. How/where to send NDA and appropriate information (fax or email and
number or address).

Regards,

-Dovie