Steve/Jimmy -

Pursuant to your conversations with Bob and the e-mail messages that have 
been traded, I have updated and finalized the BETA and Fee Agreement.  The 
changes from the last draft of 3/20 are reflected in the updated draft of 
3/22 where in the prior changes have been incorporated and the two items 
identified below have been addressed.  The final documents incorporate the 
new changes.

The two items that were addressed were:

1.  The change in Paragraph 3(e) of the BETA from 48 hours on the LC notice 
to two (2) business days.

2.  In Paragraph 3(f) of the BETA and on Page 2 of the FA, language has been 
inserted to address the view only status until the LC is delivered to Enron.  

Other than these, there were a couple of minor clean-up changes (e.g., 
inclusion of "Date:" above both of Amerex's signature blanks and deletion of 
unnecessary spaces between paragraphs).

Presuming all is in order with the attached, please have two originals of 
both the BETA and FA printed and signed by Amerex.  These originals, together 
with the first installment of the Access Fee, should be forwarded to either 
me or Bob for counter-signature by Enron.  Thereafter, a fully signed 
original of each document will be delivered to Amerex for its records.

If there are any further questions or comments, please do not hesitate to 
call me or Bob.

Thanks again for the continued cooperation.

      






                        




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