Gentlemen -

Bob has asked me to forward revised versions of the Broker ETA and Fee 
Agreement for the BrokerClient product.  Attached you will find marked 
versions of these documents.

In making the noted revisions, I have relied upon the revisions forwarded to 
Bob on 3/21, Bob's notes of your discussions on 3/21 and discussions earlier 
today that I had with Bob.

A few items to note:

1.  Neither the BETA nor the Fee Agreement reflect changes allowing APB to 
enter into these agreements on behalf of affiliates or to assign these 
agreements.  Since the access and use of the website is intended to be 
supported by the credit of APB, allowing APB to act on behalf of or to 
transfer its obligations to an unknown party would result in possible unknown 
(and possibly unacceptable) credit risk to Enron.

2. The provisions relating to Liquidated Damages are the corner stone of 
Enron's ability to recover from APB in the event a counterparty/participant 
fails to honor a deal that APB has executed.  In order to have a liquidated 
damages concept be effective, the calculation of liquidated damages must be 
reflected in the agreement and not left to negotiation.

3.  Currently, the website contemplates that each broker will sign - 
electronically - the BETA agreement contained online.  Since we will be 
physically signing these agreements, there is no need to refer in the 
agreements to the online signing.  There is, however, the need to address 
future online BETA agreements (modifications or amendments to current forms) 
and, accordingly, language surrounding this issue has been placed into the 
agreements.

4.  We have provided for a quarterly payment of the Access Fee.  While this 
is not consistent with the requested monthly payment, it is possible this 
will be acceptable to sr. management.  Currently, this item is subject to 
final approval by Enron management.

Please take a look at the attached at your convenience.  As we would like to 
move this process along promptly, I understand Bob will contact you tomorrow 
to further discuss these matters.  In the meantime, please feel free to call 
me with any questions or comments.

       



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