NDA with Enron

Ms. Bannes -

A copy of the AMR non-disclosure agreement was forwarded to my attention to
review in anticipation of a meeting to take place tomorrow between our
companies. I have reviewed the form provided and have numerous comments
related to bringing the agreement into the form generally acceptable to
Enron. Instead of revising your form, I have provided Enron's standard form
to you for review. The general concepts are the same, however, you will note:

1. the attached contained provisions relating to arbitration as the means of
settling disputes between the parties
2. the laws of New York are applicable (neutral site to both parties), and
3. there is no requirement of marking information as confidential as this
places an undue burden on Enron to police this practice.

Please review the attached at your earliest convenience and let me know your
thoughts.

Thanks in advance for your cooperation with this matter.

Mark
Senior Counsel, EWS
Phone: 713-345-8897
Facsimile: 713-646-3490
E-Mail: Mark.Greenberg@enron.com