Subject: Confidentiality Agreement
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Fri, 8 Sep 2000 02:41:00 -0700 (PDT)

Gerald:

Jere Bates asked that I comment on your redline of the confidentiality
agreement that I helped draft.  My comments are as follows:

1. Regarding the strikeout in Section 2 of the language concerning the
obligations of Enron surviving termination, Tri-State is opposed to striking
this.  The information is not to be used at any time other than for the
purpose set forth in the agreement, and the fact that Enron may cease to
acquire new information should not relieve it of its obligation not to use
information it has previously received for unintended purposes. We believe
that language protects against that occurrence-and is consistent with the
language in the last sentence of Section 5 as well.

2. Regarding Section 6, Tri-State is opposed to waiving consequential,
punitive or exemplary damages because in our view, it is likely that many
damages Tri-State would suffer as a result of a breach would not be direct
or ordinary, but rather consequential.  In addition, the right to recover
punitive or exemplary damages is needed in our view to protect against
blatant disregard for the terms of the agreement.  We also believe that we
should have three years to commence an action after termination.

3.  Regarding Section 7(b), we believe Colorado law is appropriate since
Tri-State is the party that would be bringing an action for breach and
should have the benefit of doing so in accordance with the laws it is
familiar with.

Please feel free to call or e-mail me or Jere with a response.  We are open
to discussing these points, but do feel very strongly that our position is
reasonable and appropriate.

Thanks,

Dave Nocera