At the request of Mark Palmer, I am attaching our proposed form of 
Non-Disclosure Agreement.   I have also attached a blacklined draft showing 
the changes from the iPlanet draft.  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.