Jimmy/Steve -

Attached is the updated version of the BETA based upon Jimmy's comments and 
our subsequent discussion.  Also attached is the updated fee agreement.  
Since we anticipate signing the BETA as a formal document, I have modified 
the Fee agreement accordingly.

Bob will forward the product exhibit to the fee agreement under separate 
e-mail.
 

Please let me know if you should need anything further.




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