Mr. Honeycutt,

It was a pleasure speaking with you this morning.  Attached for your review 
is the Interconnect Agreement incorporating the changes we discussed and a 
few spelling and grammatical corrections.  I believe we are in agreement.  
I'll phone you on Monday to get your final approval and forward execution 
copies to your attention.  



Thanks, 

Eric Gillaspie
713-345-7667
Enron Building 3886