Steve -

Sorry for the delay on this end.  I have been waiting for one approval on the 
non-solicitation provision I had forwarded.  I would suggest inserting the 
language I suggested (another copy of which is attached) and preparing final 
documents.  I should know later today or tomorrow if I have final approval.

Thanks again for the patience.





Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com