At the request of Louise Kitchen, I am attaching our proposed form of 
Confidentiality Agreement.  If you have any questions or comments concerning 
the agreement please do not hesitate to call me at (713) 853-3399 or Mark 
Taylor, Assisant General Counsel, at (713) 853-7459.  If the agreement meets 
with your approval, please have it executed by an authorized officer and 
return it to me via fax at (713) 646-3490.