At the request of Will Zamer, I am attaching our proposed form of 
Non-Disclosure Agreement for each of Morningstar Systems Inc. and Insource 
Technology Corporation.   If the enclosed meets with your approval, please 
execute each of the agreements and return them to me via fax no. (713) 
646-3490.  I will then have them 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.