Tana,

Attached is a redline with a few changes to the letter.  These should all be
consistent with the substance you have.

Let me know if you or Mark wish to discuss.

Regards,
Tim Sturm
Assistant General Counsel
Altra Energy Technologies, Inc.
1221 Lamar, Suite 950
Houston, Texas  77010
(713) 210-8042
(713) 210-8005 (Fax)
E-mail:  tsturm@altra.com


-----Original Message-----
From: Tana Jones [mailto:Tana.Jones@enron.com]
Sent: Friday, May 26, 2000 1:58 PM
To: tsturm@altra.com; ggomez@altra.com
Cc: Louise Kitchen; Mark Taylor
Subject: Altra Confidentiality Agreement




At the request of Louise Kitchen, I am attaching our proposed form of
Confidentiality Agreement.  It is our desire to have this agreement executed
before the Tuesday, May 30 meeting with Louise and Mark Crosno.  If you have
any
comments or questions please call me at (713) 853-3399 or Mark Taylor, V.P.
and
Assistant General Counsel, at (713) 853-7549.

Sincerely,

Tana L. Jones
Sr. Legal Specialist

(See attached file: Altra.doc)




 - Confid Letter Agreement.doc