John,

I made the changes you suggested. 

The prior version contained a non-circumvention (you can't pursue the project 
without me) versus the current exclusivity (you must work only with me), 
which seems somewhat more restrictive since it would keep us from bringing in 
additional participants.  I've changed language in the next paragraph to 
avoid a contradiction.  



 If we go with this approach then I suspect we will want to work on an LOI 
which divides up responsibility going forward. Let me know what you think. 

Kay