Hi John,

I'm out of town, but will give this a look when I return.

Kay




j.nassos@pecorp.com on 01/30/2001 05:16:08 PM
To: Kay.Mann@enron.com
cc: Gregg.Penman@enron.com, t.hermann@pecorp.com, r.dobson@pecorp.com 

Subject: Confidentiaility Agreements regarding enovate


Hello Kay -

It's been a long time since we've last spoken and I hope things are well.
In November, Gregg Penman had sent me two confidentiality agreements related
to enovate and asked that I forward any comments to you directly.  I finally
have reviewed them and have a couple comments.

The only proposed changes that need explanation are in paragraphs 1 and 3 of
each agreement.  Paragraphs 1 and 3 are typical provisions in a
confidentiality agreement where each side is evaluating a transaction.
However, the confidential information disclosed under these particular
agreements is going to be used not only for trading activities but also in
connection with audit rights related to an existing and ongoing contractual
relationship.  The confidentiality agreements should not affect enovate's
and PMW's rights under the LLC Agreement.  Accordingly, the proposed changes
are my attempt to clarify the usual text.

Please call if you wish to discuss.  I believe my procrastination has
resulted in the business people wanting to sign these up next week, so your
attention to this is appreciated.  Thanks.

 <<Conf Ag enovate L.L.C. (evaluation of enovate LLC) v1 ENOVATE CMTS
MRK.doc>>  <<Conf Ag Peoples Energy Resources Corp. (evaluation of enovate
LLC) revision 3 PEC CMTS.doc>>




----------------------------------------------------------------
The information transmitted is intended only for the person
or entity to which it is addressed and may contain confidential
and/or privileged material.  Any review, retransmission,
dissemination or other use of, or taking of any action in reliance
upon, this information by persons or entities other than the
intended recipient is prohibited. If you received this in error,
please contact the sender and delete the material from any computer.

 - Conf Ag enovate L.L.C. (evaluation of enovate LLC) v1 ENOVATE CMTS MRK.doc
 - Conf Ag Peoples Energy Resources Corp. (evaluation of enovate LLC) 
revision 3 PEC CMTS.doc