Carol -

Pursuant to our discussion, attached is an updated draft of the BETA with 
Enron.  I have marked all of the changes we have discussed, including those 
discussed earlier today, and provided these edits on the final base BETA 
being used for the website.

As I indicated, the final BETA has been modified from the one originally 
forwarded to you and Natsource for review.  Though we briefly reviewed the 
global changes, I have provided below a copy of the marked version of the 
final, website version.  This is marked against only changes made to the 
original Enron version and does not incorporate any Natsource related 
changes.  As you will recall, any changes that will ultimately be made to the 
BETA will be reflected in a side letter and Natsource will still be required 
to "accept" the form BETA on the Website.

Please take a look at the attached when you have a chance and let me know if 
anything further needs to be accomplished.

Thanks.




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