Steve/Jimmy -

Attached you will find a marked version of the BETA agreement, marked to 
reflect changes we discussed last night.  As I indicated, though these 
changes are reflected in a BETA, they will actually be reflected in a side 
letter agreement to be signed by both parties.  The form BETA will remain 
unchanged and be the same document Amerex will be required to "accept" online.

For your information, I have also attached a copy of the online BETA 
document, marked to reflect standard changes from the version you originally 
received from Enron.  A clean form of this document is what will be reflected 
within the website and is the document upon which I have made the Amerex 
specific changes.

Please review the attached at your convenience and let me know your 
thoughts.  Further, if you have any questions, please feel free to call me or 
Bob.

Thanks again for taking the time to meet yesterday. 



      



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