The only comment I would make is that the scope of the Agreement sees 
unecessarily broad - it doesn't identify a specific proposed transaction and 
therefore concievably any info. exchanged between the parties will be subject 
to a Confi. obligation.  As a practical matter this will probably benefit us 
rather than them in view of PWCs position  - I assume they are acting as 
consultatnts ?

Mark can you give me a call to discuss.

tks,

Denis



 In connection with discussions between the parties or other business 
dealings, PwC and Company wish to exchange certain confidential and 
proprietary information pursuant to the terms of this Agreement.  In 
consideration of the obligations herein and other valuable consideration, the 
parties agree as follows:





From: Tana Jones on 18/04/2001 12:17 CDT
To: Denis O'Connell/LON/ECT@ECT
cc: Matthew Dawson/LON/ECT@ECT, Mark Greenberg/NA/Enron@ENRON 

Subject: NDA - PricewaterhouseCoopers LLP

At the request of Mark Greenberg, I am forwarding to you the proposed 
Non-Disclosure Agreement between Pricewaterhouse (for CreditDimensions) and 
Enron Credit Limited.  Mark Greenberg has spoken to the counterparty and made 
a few changes to Pricewaterhouse's form.  If you have any questions about the 
transaction, the business person on the deal is Kim Detiveaux here in 
Houston.  Otherwise, we would appreciate your assistance in getting Richard 
Sage in London to execute this agreement.