Gregg,

I think I'm in good shape and can look at what John sent tonight.  Ed, just 
stand by and I'll holler if I need anything.

Thanks,

Kay


From: Gregg Penman on 02/07/2001 04:06 PM
To: Ed B Hearn III/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron
cc:  

Subject: enovate, L.L.C. CA

Ed/Kay - Here is a brief description of what I am trying to accomplish with 
the confidentiality agreement.  enovate, L.L.C. currently has no direct 
employees, but rather employees of Peoples Energy Resources Corp. (wholly 
owned sub. of Peoples Energy) and Enron North America working on its behalf.  
As such, this includes access to proprietary and confidential information of 
enovate, Enron and Peoples, such as certain curves, positions, transactions, 
sendout information, etc. I would like to have each individual employee 
working on behalf of enovate sign a Confidentiality Agreement that 
effectively prohibits them from sharing any of the above information of 
enovate or its affiliates ( I am assuming this would cover Enron and Peoples) 
with anyone outside of enovate or its affiliates.  I need to preserve the 
ability to share information with affiliates since we rely on them to support 
a large portion of our business.  

Secondly, I need your legal opinion as to the realistic enforceability of 
such an agreement and what form that enforcement might take or whether the CA 
only serves as a scare tactic.  The reason being, there is a Peoples employee 
that I think is in the process of looking for another job.  He is also the 
one that I am most concerned about sharing confidential information.  
Therefore, I am hoping to force his hand and see his reaction to the CA.

Kay has a large amount of history with our business and other CA's that have 
been thrown back and forth.  Perhaps the two of you can coordinate the 
handling of this CA.  I am trying to put something in Peoples' hands end of 
day tomorrow if this is realistic. 

As always - thanks for your assistance,

Gregg