Ms. Geman,

I apologize for the delay, but I finally have drafted an Escrow Agreement for 
placing the software in escrow with your attorneys.  Please review and have 
your attorneys review and let me know if it is acceptable.

I will be leaving the department I have been working in and moving to a 
different Enron subsidiary on October 13.  If at all possible, could we try 
to get the Software License Agreement and the Escrow Agreement wrapped up 
before I leave so that someone else does not have to try to pick up where I 
left off?

I think we are just about in agreement on the Software License portion.  
Seems like the only outstanding question had to do with your concern 
regarding providing a response time of 2 business days.  I do not have any 
answers regarding that - maybe Vince Kaminski or Stinson Gibner can respond 
on this issue.  

I look forward to hearing from you and trying to get this finalized within 
the next 2 weeks if possible.

Thank you,

Karla Feldman
Enron Corp.
(713) 646-7554