Jim:

Thank you for your communication advising as to the concern that the IRS
seems to have about non-profits and the internet.  In early February of
this year I filed a form 1023 seeking a tax determination letter for
"Technology For All" a Texas non-profit corporation whose mission it is
to enhance the educational and economic opportunities of the
disadvantaged ("TFA").  TFA has a strong board led by Ken Lay, the CEO
of Enron Corporation.  TFA has assisted its affiliates (all believed to
be tax exempt non profits) in building computer learning centers
("CLC's") where recycled computers and donated software are connected
over the Enron Broadband Network (donated to TFA) to a server farm that
delivers to the disadvantaged at the CLC's educational and other
content.  There are over 75 CLC's in Houston, some 25 in Colorado and we
are building affiliations that will build them across the country and
eventually all over the world.  The business plan for this contemplates
operations in excess of one billion by the end of five years.  However,
we have not yet received our tax determination letter.  We have found
that major contributors require a tax determination letter.

    I received a response from the IRS on May 3, 2000.  On May 11, 2000,
I responded with answers to the inquiries made by the IRS.  Then on June
8 I was advised that our application had been sent to the national
office.  On November 15 I received another letter from the IRS raising
some additional questions unrelated to the first response.  While there
were some that were of substance in the main they were pretty weak.  The
first question was something like "What did we mean by disadvantaged?"

    My question to you is what do you think is best to get this going
and out of the IRS?  Should I ask our board members to use their
considerable political influence tocause the IRS to move this?  Back in
August I had Bill Archer give the Commissioner an invitation to finish
this.  It did not seem to work.  I do not wish for an effort on my part
to cause this to go to the bottom of some bureaucrats stack.     Your
advice would be appreciated.

Regards:

Jack Clark