Bob -

Attached is an updated form of the BETA for TFS.  Based upon my conversation 
with Dan last night, I have put the provisions of Paragraph 3(e), dealing 
with Liquidated Damages, back into the agreement and modified them to delete 
the need for the letter of credit.

Please take a look at the attached and let me know you thoughts.

Thanks.





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