Level 3 - Enron Net Works NDA

Mark,

Pursuant to your conversation yesterday with Mathis Conner, attached for your
review and comment please find an initial draft of the NDA between Level 3
and Enron Net Works. Please call Leslie Hansen, Enron in-house counsel, at
713-853-6121 if you have any questions or comments concerning the NDA.

Please call Mathis at 713-345-8990 or myself at 713-345-3382 if you need to
discuss any additional matters further.

Best regards,

Peter Feltman

Peter Feltman
Director
E-Market Services
Enron Net Works LLC
1400 Smith Street
Houston, Texas 77002

T: 713-345-4482
X: 713-646-8583
C: 713-594-4009