Carol -

Attached you will find the following:

1.  Marked drafts of the BETA and Fee Agreement - marked against the most 
current drafts of each document previously forwarded to you;

2.  Clean versions of the BETA and Fee Agreement incorporating all changes.

Please note the following:

A.  Instead of providing a side letter for the changes to the BETA, we have 
provided that this document will be signed by both parties offline.  The 
online BETA will not be effective for Natsource; however, later versions of 
the BETA will be required to be signed on-line and, if terms are negotiated, 
any changes will be reflected in a side letter.  To accommodate this change, 
certain modifications to both documents were made and are noted in the marked 
drafts. 

B.  In reviewing the BETA, only one additional comment was made, other than 
those associated with item A above.  In the last sentence of paragraph 4(j), 
the words "other than as a result of Broker's own actions or fault" have been 
added after the word "days."  This change merely recognizes the fact that 
Broker is entitled to a refund if the basis upon which it cannot access the 
website is an Enron related issue."


Please review the attached at your convenience.  If all is in order, please 
have two originals of each document signed and returned to my attention for 
counter-signing by Enron.  Once completed, one fully signed set of originals 
will be returned to Natsource.

Thanks for your continued cooperation and patience.  If there is anything 
further that you should need please let me know.


     



     



Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com