I note this e:mail from Jean Mrha regarding what looks like a potentially 
significant transaction.

Gerald,  I trust that you have contacted Jean by cellphone and worked out 
logistics of getting the CA reviewed.  Please feel free to call on Mary Ogden 
as a resource.

Barbara,  just wanted you to have a heads up on this in case you wanted to 
determine scope and provide whatever interface is appropriate with Lance's 
Group on a deal of this nature.  If this is a Bid situation it may be 
premature to say anything to them, but I know that's your call.

Thank.  Headed to the slopes this morning.  Can't wait!!

Steve
----- Forwarded by Steve Van Hooser/HOU/ECT on 03/11/2001 06:36 AM -----

	Jean Mrha@ENRON
	03/09/2001 05:39 PM
		 
		 To: Gerald Nemec/HOU/ECT@ECT, Steve Van Hooser/HOU/ECT@ECT
		 cc: 
		 Subject: Confidentiality Agreement

I need to have this C.A. worked on A.S.A.P.  Please call me on my cell at 
713-302-4187.

Regards, Jean
---------------------- Forwarded by Jean Mrha/NA/Enron on 03/09/2001 05:37 PM 
---------------------------


"Deckert, John" <jdecker@entergy.com> on 03/09/2001 05:21:41 PM
To: "'jean.mrha@enron.com'" <jean.mrha@enron.com>
cc: "Denman, John" <jdenm90@cc--exs02.prod.entergy.com> 

Subject: Confidentiality Agreement


Jean,
I enjoyed talking to you today and look forward to working with you and
others in your group.  We're pleased that Enron is interested in pursuing
discussions with regard to a potential acquisition of Entergy's majority
interest in Highland Energy.

Attached is a draft confidentiality agreement.  If the agreement is
acceptable, please fill in the information for Enron, sign it and return to
me.  Otherwise, call me or John Denman (281-297-5325) to discuss any
revisions to the agreement.  Once the CA has been executed, we'll forward an
information memorandum on Highland to you.

Thank you for your expression of interest,
John

 <<Entergy-Enron CA 03-09-01.doc>>


John S. Deckert
Director - Corporate Development
Entergy Wholesale Operations
Parkwood Two Building, Suite 150
10055 Grogan's Mill Road
The Woodlands, TX 77380
Tel 281-297-3177
Fax 281-297-5407
Cell 281-382-1712

 - Entergy-Enron CA 03-09-01.doc