Linda -

I have reviewed the below agreement that Stephanie forwarded.  It is 
acceptable.  

Please have Mr. Cosey sign the necessary originals and have them forwarded to 
me or to Tana Jones at Enron.  Our address is 1400 Smith Street, Houston, 
Texas 77002.  We will ensure countersignature by Enron.

If you should need anything, please call me or Tana (at 713-853-3399).


Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com
----- Forwarded by Mark Greenberg/NA/Enron on 05/16/2001 04:37 PM -----

	"Stephanie P. Allred" <sallred@na.ko.com>
	05/15/2001 11:34 AM
		 
		 To: "Mark Greenberg" <mark.greenberg@enron.com>
		 cc: "Kevin Cherry" <kcherry@na.ko.com>, "Linda L. Milfred" 
<lmilfred@na.ko.com>, "Maria Wheeler" <mwheeler@na.ko.com>
		 Subject: Enron Non-Disclosure Agreement


Mark,
Per our discussion last Friday, I am attaching a revised NDA which has your
proposed changes (not revision-marked) as well as the changes we propose to
make in additon to those (which are revision-marked).  The only
revision-marked changes are in the second paragraph regarding written and
oral disclosures.  After speaking with Linda Milfred (an attorney I work
with), we thought the change we made regarding oral disclosures is more
appropriate than what you and I discussed last week.  I will be out of the
office for the rest of the week, so:

1.   If the changes are acceptable, please call my assistant Maria Wheeler
and she can accept the changes and prepare originals for Jackson Cosey's
signature; or

2.   If the changes are not acceptable, please either call Linda Milfred at
(404) 676-6631 to discuss or leave a message for me and I will call you
back at the first of next week.

Regards,

Stephanie Allred

(See attached file: Enron NDA.DOC)
 - Enron NDA.DOC