At the request of Dan Diamond, I am attaching our proposed form of
Non-Disclosure Agreement. If the enclosed meets with your approval, please
execute the agreement and return it to me via fax no. (713) 646-3490. I will
then have it executed by an officer of EnronOnline. If you have any comments
or questions please do not hesitate to call me at (713) 853-3399, or Mark
Greenberg, Senior Counsel, at (713) 345-8897. We look forward to hearing
from you.