At the request of Dan Diamond, I am attaching our proposed form of 
Non-Disclosure Agreement.   If the enclosed meets with your approval, please 
execute the agreement and return it to me via fax no. (713) 646-3490.  I will 
then have it executed by an officer of EnronOnline.  If you have any comments 
or questions please do not hesitate to call me at (713) 853-3399, or Mark 
Greenberg, Senior Counsel, at (713) 345-8897.  We look forward to hearing 
from you.