Dear Ms. Panus,

I have reviewed the Confidentiality Agreement which you supplied with our
in-house legal staff and we have highlighted proposed changes in blue with
reference to the following issues:

1)  Description of "Representative" was too broad.  We feel accessing
information by employees and officers of Enron's Treasury Department should
be satisfactory for purposes of reviewing the credit.

2)  We do not see a reason why the information cannot remain confidential
indefinitely.

3)  Since California Energy Exchange Corporation is the Disclosing Party,
the jurisdiction governing this agreement should be California.

4)  It is our experience that an Arbitration requirement is not typical for
a Confidentiality Agreement.

Let me know if the proposed changes are acceptable.  If you could fax back a
signed copy today, I can send financials to you via Federal Express for
delivery to Wendi Lebrocq by tomorrow.

Thanks and best regards,

Timothy O. Wise, VP Finance
California Energy Exchange Corporation
2981 Gold Canal Drive
Rancho Cordova, CA  95670
Direct	(916) 463-0304
Main		(916) 859-4710
Fax		(916) 859-4747
E-Mail	Twise@gasbiz.com


-----Original Message-----
From: Panus, Stephanie [mailto:Stephanie.Panus@ENRON.com]
Sent: Wednesday, October 17, 2001 7:13 AM
To: Twise@gasbiz.com
Cc: Lebrocq, Wendi
Subject: Confidentiality Agreement with Enron

Mr. Wise,
Attached for your review is the form of Confidentiality Agreement which
Enron prefers.  Such Agreement provides more protection for the
Counterparty and limits the Agreement to a term of one year.

If such Agreement meets with your approval, we will prepare execution
copies.  If you have any questions or comments, please contact me via
email or at the number below.

 <<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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 - edited 031CA(calif en xchg).doc