Dan -

Please see the attached marked version of the TFS LOI.  I intend to send this 
to TFS for their signature, but wanted you to see it first.

Let me know your thoughts.

Thanks.





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