Derek,
 
I spoke to Stephanie yesterday and she updated the Confidentiality Agreement following our discussion.  The following references status of the points discussed:
 
1.    The updated agreement includes a definition of "affiliate".  This is acceptable to me.  
 
2.    Two year term.  This is okay.
 
3.    Request for Californiajurisdiction.  Stephanie said they could not agree to a Californiajurisdiction.  Her argument calling for a New Yorkjurisdiction is that the purpose of the Confidentiality Agreement is to facilitate a credit review, and Enron is familiar with dealing with credit matters under New Yorklaw.  
 
4.    Arbitration.  I told her we would agree to no changes on Arbitration wording from Enron format.
 
 
I told Stephanie that I would discuss with you before I get back to her.  
 
Thanks.
 
Tim
 
 
-----Original Message-----
From: Panus, Stephanie [mailto:Stephanie.Panus@ENRON.com] 
Sent: Thursday, October 25, 2001 12:27 PM
To: twise@gasbiz.com
Subject: Confidentiality Agreement
 
Tim,
Please see the attached revised CA - the changes are highlighted.  If
these changes are acceptable, I will prepare execution copies.
 
 <<031CA(calif en xchg).doc>> 
 
Stephanie Panus
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803C
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490
email:  stephanie.panus@enron.com
 
 
 
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 - 031CA(calif en xchg).doc