Todd/Joe -

Thanks for the time earlier today on this matter.  I know that both Bob and I 
appreciate your attention to these agreement.

Consistent with our conversation, I have made changes to both the Fee 
Agreement and BETA.  I have attached marked versions of these documents 
reflecting my additional changes (all additions marked in caps and bolded).  
I have also attached "clean" drafts which incorporate all prior changes and 
reflect the last set of Enron additions in caps and bold.

On the Fee Agreement, two changes were made that were not discussed, both in 
relation to the Access Fee.  I apologize for not having raised these points, 
but they were overlooked in my notes.  The first of these changes is the 
deletion of the concept of a partial quarterly payment.  The concept behind 
the Access Fee is that it is an annual fee that is to be collected at the 
time the Fee Agreement is signed; however, because of our negotiations, we 
are comfortable allowing the fee to be paid over the year in four equal 
installments.  Accordingly, a partial payment should not occur as we are 
contemplating a contract running for a full calendar year.

Secondly, the last sentence of the Access Fee paragraph has been modified.  
It is intended by Enron that any entity who has signed a BETA is subject to 
paying an Access Fee.  No subsidiary of APB should be signing a BETA unless a 
Fee Agreement has been completed. 

Finally, in the interest of time, I am forwarding the attached without first 
having had Bob review the changes.  If any additional changes need to be made 
based upon his review, I will let you know.

Please take a look at the attached at your earliest convenience and let 
either me or Bob know what, if any, additional comments or questions you may 
have.

Once again, thanks for the cooperation on this matter.

    



    


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