Peter  -

Attached is an updated form of the NDA.  I have accepted all of the changes 
made by Flagg in their prior version and have made a couple of changes in 
addition to the one requested by Flagg.

Please take a look at the attached and let me know if this is acceptable.  If 
so, please feel free to forward to Flagg and ask for comments.  If it would 
be helpful, I would suggest we call them if they continue to have a problem 
with our language.



Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com