Confidentiality Agreement

Paul,

Thank you for taking the time to meet with Louise and myself this past Wednesday. I felt that the meeting was very informative and that discussions between Enron and Marathon have progressed in a constructive manner to broach a potential asset management outsourcing arrangement.

As promised during the meeting, I have attached Enron's Confidentiality / Non-disclosure agreement. Enron's appropriate legal contact for further questions or comments regarding this document would be Mr. Gerald Nemec. He can be reached at (713) 853-3512.

After the Confidentiality Agreement is signed, I look forward to delivering a proposal for the above mentioned commercial arrangement.

If I can be of further assistance, please do not hesitate to call. I can be reached at (713) 853-1931.

Regards,

Jean