NDA

Dear Robert:

Craig Chaney asked me to review the proposed NDA that you forwarded to him in
anticipation of a meeting between Credit 2B and EnronCredit.com early next
week. The NDA that you forwarded to Craig protects only Credit 2B as a
disclosing party. After discussing this matter with Craig, I understand that
this relationship might rapidly evolve and require EnronCredit.com to
disclose confidential information to Credit 2B as well. Accordingly, I
propose that in the interests of efficiency, we negotiate and finalize a
bilateral NDA up front.

I have thus prepared the attached bilateral NDA for your review and comment.
I have taken Enron's standard form of NDA and incorporated those provisions
of Credit2B's NDA to which I can agree.

I look forward to discussing any comments or concerns that you may have.
Craig would like to finalize this NDA by Friday.

Regards,

Leslie M. Hansen,
Senior Counsel
(713) 853-6121