NDA - TD Securities Inc. ,
 At the request of David Forster, I am attaching our proposed form of 
Non-Disclosure Agreement.   Could you please confirm that we have the correct 
name of the company.  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 Enron.  If you have any comments or questions please 
call Mark Greenberg, Senior Counsel, at (713) 345-8897 or me at (713) 
853-3399.  We look forward to hearing from you.
cliff.feehan@tdsecurities.com