Attached is a copy of the revised Confidentiality Agreement in connection with the North Carolina project.  I have incorporated the comments you sent via fax with the exception of those for Section 5 and have inserted our comments regarding this section.  If you would like to discuss our proposed language, please call Gerald Nemec at (713) 853-3517 in our legal department.

  

Kathleen Carnahan
Enron North  America Corp.
1400 Smith Street, EB 3146d
Houston, TX 77002
Phone - (713) 345-3386
Fax - (713) 646-3037