Attached

Tana:

Please prepare 2 execution copies (or do we need 4 so that each of the Enron
companies has a copy) of a Confidentiality Agreement in the form attached
below. The only changes from the original form that you sent to Redibook is
the change in the name of the CP from REDIBOOK to Spear Leeds in the first
line and the signature block and the change from Texas law to New York law in
the 2nd line of Section 5.

Thanks,

Leslie
----- Forwarded by Leslie Hansen/HOU/ECT on 07/24/2000 12:16 PM -----

"Meyer, Peter" <pmeyer@SLK.com<
07/24/2000 06:14 AM

To: "'leslie.hansen@enron.com'" <leslie.hansen@enron.com<
cc: "Bronson, Julia" <JBronson@SLK.com<
Subject:

<<redibook.doc<< Attached please find an updated non-disclosure.? Please
advise as to where you would like an executed copy delivered.? Thank you for
your help.

Peter J. Meyer
Senior Vice President
Spear, Leeds & Kellogg
212-433-4376

- redibook.doc