RE: Power Engineers CA

Gerald,

I talked with Kurt on this and I told him that we would delete the sentence
for Section 3 as it seemed redundant. He agreed that we would leave sections
6 and 9 alone. If you concur, would you please put together execution copies
for me to sign and get out. If not let's discuss and push this forward.

Chris
----- Forwarded by Chris Hilgert/HOU/ECT on 04/05/2001 02:52 PM -----

Kurt Bell 6343 <kbell@powereng.com<
03/11/2001 04:49 PM

To: "'Chris.Hilgert@enron.com'" <Chris.Hilgert@enron.com<
cc:
Subject: RE: Power Engineers CA

Chris:

Thanks for preparing the Confidentiality Agreement. In preparation of our
discussion on Monday, 3/12, I have already received comments back from our
Contracts Department. Please find the areas in question highlighted in the
attached document.

The items of concern and suggestions for these areas are as follows:

3. Request deletion of this highlighted portion as it confuses the issue.
Is it that we caused the event that gave rise to the legal action? Or just
that we disclosed confidential information? That is unclear, and it is
clear, in other parts of the agreement that the parties agree not to
disclose, so this is repetitive.

6. The use of the information shall be covered in a project agreement, and
should not be the subject of this agreement. Please request this provision
is deleted in its entirety.

9. One arbitrator is enough, unless the parties agree otherwise. Please
request language is inserted to mean, "If the parties agree they need more
than a single arbitrator, then three shall be chosen."

We are working towards setting up meetings for April. We can discuss this
on Monday.

Kurt Bell

-----Original Message-----
From: Chris.Hilgert@enron.com [mailto:Chris.Hilgert@enron.com]
Sent: Friday, March 09, 2001 9:51 AM
To: kbell@powereng.com
Subject: Power Engineers CA

Kurt,

Per our discussion, you will find attached a CA to cover our forward
relationship. Please review and let me know your thoughts at your earliest
convenience. Let's talk on Monday at a minimum.

Thanks,
Chris
713-853-7350
----- Forwarded by Chris Hilgert/HOU/ECT on 03/09/2001 10:47 AM -----

Gerald Nemec

To: Chris Hilgert/HOU/ECT@ect

03/08/2001 cc:

03:43 PM Subject: Power Engineers CA

Chris, Attached is the form of CA for Power Engineers, Inc. Let me know
if you have any qeustions.

(See attached file: Power Engineers-CA.DOC)

- Power Engineers-CA _Power Eng Comments.DOC