Geoffrey -

In following-up on our conversation late last week regarding the BETA and Fee 
Agreement, I have taken a shot at revising them pursuant to your comments.  I 
have incorporated most all of the items discussed, but was unable to 
accommodate certain requests.   I have attached below the revised agreements.

When you have a chance, please look them over and discuss them with your 
client.  I welcome any comments, questions or further requests.

        


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