Mr. Smith:

Pursuant to Wendi LeBrocq's request, I am attaching a draft Confidentiality Agreement between Enron North America Corp. and Sunlaw Energy Corporation.  Please let me know if you have any questions or comments.  If the attached is acceptable, we will prepare two original copies, signed by Enron North America Corp. and forward to you for execution.  Thank you for your assistance.


Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com