Attached is a revised version of the General Security Agreement, reflecting
the comments from our call with Lisa and Marcus this afternoon.  I have
included both a clean copy and a copy blacklined against the draft sent to
NewPower.  If you have any questions, please let me or David know.  We can
be reached by e-mail or at home.  David's home number is 713.526.8137 and my
home number is 713.529.4490.

EMG <<COMPGenSec.doc>>  <<GenSecAgr.doc>>