At the request of Tom Gros, I am attaching our proposed form of 
Non-Disclosure Agreement.   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.