BETA/Fee Agreement

Carol -

Pursuant to our conversation, attached are clean versions of the BETA and Fee
Agreement for signature by Natsource.

I have made the following revisions from the documents forwarded on 3/6:

BETA - Paragraph 4© - the addition of the words ", which acceptance is
accessible by the Broker" in the second sentence.

Paragraph 7(a) - modified to delete the concept of acceptance of the BETA by
clicking on the appropriate spaces and added the words "Broker's first use of
the user ID and Password to access the Website"

Fee Agreement - Cleaned up the wording in the second full paragraph from
"for" to "form".

Please let me know if there is anything further. If not, please have
Natsource sign two originals of each agreement and forward them to me for
counter-signature by Enron.

Thanks.

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