Confidentiality Agreement

Ben: Todd Bright forwarded to me a copy of the Enron Confidentiality
Agreement. I made several minor (in my opinion) changes to the Agreement.
I have attached a mark up for your review. Please take a look at and let me
know what you think.

Thank you.

<<Confidentiality Agreement 15Sep00.doc<<

Joseph P. Limone
General Counsel
Merchant Energy Group
(410) 295-1732

"CONFIDENTIALITY NOTICE: This e-mail may contain TRADE SECRET, PRIVILEGED
AND/OR CONFIDENTIAL INFORMATION intended only for the use of the addressee.
If you are not the addressee, or the person responsible for delivering it to
the person addressed, you may not copy or deliver this to anyone else. If
you received this e-mail by mistake, please immediately notify us by
returning the original message to the sender.

- Confidentiality Agreement 15Sep00.doc