Hi Tana,

Our executed copy will be faxed to you this morning.  I'm currently
following up with Morningstar as well.

Regards,

Bill Breslin
Director
Insource Technology
281-774-4057

-----Original Message-----
From: Tana.Jones@enron.com [mailto:Tana.Jones@enron.com]
Sent: Thursday, March 29, 2001 3:12 PM
To: bill.breslin@insource.com
Cc: Will.Zamer@enron.com; Mark.Greenberg@enron.com
Subject: NDA's - Morningstar Systems and Insource Technology


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.

(See attached file: insource technology.doc)

(See attached file: morningstar.doc)