Bob -

Attached are copies of the revised BETA and Fee Agreement for Amerex.  The 
BETA reflects the incorporation of all changes made by Jimmy in the Amerex 
reply to our draft document.  I have them revised the document to reflect the 
changes Jimmy and I discussed (basically the return of the document moreso to 
the base Enron form).  The Fee Agreement reflects changes necessary due to 
the written vs. electronic nature of the BETA.  Also, there is one additional 
change in the language of the 10% cap on increases to address Jimmy's concern 
that the 10% increase may or may not be applicable to annual renewals.

Please look over the attached at your convenience.  I have not forwarded 
these to Jimmy for review, but can do so if you would like.  Please let me 
know.

Thanks.




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