Dan -

Attached are a marked and clean version of the Fee Agreement for TFS.  I have 
modified the agreement to reflect that a hard copy of the BETA will be signed 
and to clean up those areas discussing the online BETA.  If these changes are 
acceptable, please let either me or Tana know as similar changes need to be 
made to the LOI to ensure consistency.

Further, if you and Bob want to keep the Fee Agreement silent as to online 
BETA's and have agreed that all BETA's will be offline documents, them I will 
make the appropriate revisions to the form Fee Agreement and BETA to 
accommodate this change.

Please let me know if there is anything further that you should need.

  


Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com