David:
FYI pursuant to my voice mail.
Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 04/13/2000 
05:52 PM ---------------------------


MaryF@riskinc.com on 04/13/2000 05:06:21 PM
To: Carol.St.Clair@enron.com
cc: David.Kistler@enron.com, PaulV@riskinc.com 
Subject: Confidentiality Agreement


Carol,

Paul VanderMarck forwarded to me your e-mail (see below) regarding the
confidentiality agreement.  We are fine with entering into a new
confidentiality agreement, based on the form agreed to by the parties a
year ago, however, a couple of changes to the form are needed.

1.  We would like to make sure that our definition of confidential
information is expanded to include our "cleaned" historical weather data
("Weather Data"), weather-risk internet application ("Web Site"),
associated methodologies, user identification codes, and passwords.

2.  The purpose of the disclosure of RMS confidential information would be
to enhance Enron's understanding of RMS technology and services and their
uses within the marketplace.

3.  Enron is granted by RMS, a non-exclusive, non-transferable license to
use the Weather Data for internal evaluation purposes only.  Enron agrees
that it will not modify, create derivative works of, or distribute the
Weather Data to any third party.

4.  Enron agrees to provide RMS with its comments, criticisms, and
suggestions for changes with respect to the Weather Data and Web Site,
including identifying any errors or malfunctions in the operation thereof.

If you can include these items into the new confidentiality agreement
(based on the one the parties executed a year ago), we would be agreeable
to signing it.

Also, our CEO and CFO will be traveling next week.  If it is at all
possible, we would like to get this confidentiality agreement from you no
later than mid day  (PST) on Friday, April 14, 2000 to secure the
appropriate RMS signature.

Please let me know if you have any questions.  I can be reached at (650)
617-6593.  My facsimile is (650) 617-6565.

Thank you.

Mary Futch
RMS Contracts Department

----- Forwarded by Mary Futch/RISKINC on 04/13/00 02:54 PM -----

                    Paul
                    VanderMarck          To:     Mary Futch/RISKINC@RISKINC
                                         cc:
                    04/13/00             Subject:     Confidentiality 
Agreement
                    01:55 PM







----- Forwarded by Paul VanderMarck/RISKINC on 04/13/00 01:55 PM -----

                    "Carol St Clair"
                    <Carol.St.Clair@        To:     PaulV@riskinc.com
                    enron.com>              cc:     "David Kistler"
                                            <David.Kistler@enron.com>
                    04/13/00 01:22          Subject:     Confidentiality 
Agreement
                    PM








Paul:
I have spoken with Dave Kistler about the form of CA that you sent to him.
What
we prefer to do is to use the form that was agreed to a year ago (a copy of
which I have attached).  We can either (1) do a new CA based on this form
or (2)
since this CA does not expire for another year, do a side letter that
provides
that the term "Project" as used in this CA means both the project that is
currently described and the new project that we are about to engagae in
with
you.  Please let me know your preference.  My number is 713-853-3989.

Carol

(See attached file: Risk Management Solutions CA 1.doc)

(See attached file: Risk Management Solutions CA 1.doc)


 - Risk Management Solutions CA 1.doc