Confidentiality Agreement

I note this e:mail from Jean Mrha regarding what looks like a potentially
significant transaction.

Gerald, I trust that you have contacted Jean by cellphone and worked out
logistics of getting the CA reviewed. Please feel free to call on Mary Ogden
as a resource.

Barbara, just wanted you to have a heads up on this in case you wanted to
determine scope and provide whatever interface is appropriate with Lance's
Group on a deal of this nature. If this is a Bid situation it may be
premature to say anything to them, but I know that's your call.

Thank. Headed to the slopes this morning. Can't wait!!

Steve
----- Forwarded by Steve Van Hooser/HOU/ECT on 03/11/2001 06:36 AM -----

Jean Mrha@ENRON
03/09/2001 05:39 PM

To: Gerald Nemec/HOU/ECT@ECT, Steve Van Hooser/HOU/ECT@ECT
cc:
Subject: Confidentiality Agreement

I need to have this C.A. worked on A.S.A.P. Please call me on my cell at
713-302-4187.

Regards, Jean
---------------------- Forwarded by Jean Mrha/NA/Enron on 03/09/2001 05:37 PM
---------------------------

"Deckert, John" <jdecker@entergy.com< on 03/09/2001 05:21:41 PM
To: "'jean.mrha@enron.com'" <jean.mrha@enron.com<
cc: "Denman, John" <jdenm90@cc--exs02.prod.entergy.com<

Subject: Confidentiality Agreement

Jean,
I enjoyed talking to you today and look forward to working with you and
others in your group. We're pleased that Enron is interested in pursuing
discussions with regard to a potential acquisition of Entergy's majority
interest in Highland Energy.

Attached is a draft confidentiality agreement. If the agreement is
acceptable, please fill in the information for Enron, sign it and return to
me. Otherwise, call me or John Denman (281-297-5325) to discuss any
revisions to the agreement. Once the CA has been executed, we'll forward an
information memorandum on Highland to you.

Thank you for your expression of interest,
John

<<Entergy-Enron CA 03-09-01.doc<<

John S. Deckert
Director - Corporate Development
Entergy Wholesale Operations
Parkwood Two Building, Suite 150
10055 Grogan's Mill Road
The Woodlands, TX 77380
Tel 281-297-3177
Fax 281-297-5407
Cell 281-382-1712

- Entergy-Enron CA 03-09-01.doc