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