Geoffrey -

So that you have clean agreements if approval from the parent comes, I have 
attached clean versions of both the BETA and Fee Agreement.  Each of the 
attached incorporate the changes reflected in the prior drafts of 5/29 and 
5/24, respectively.

Thanks for pushing this matter forward.  If you should need anything further, 
please let me know.

           







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