Fee Agreement

Carol -

Attached is a marked and final version of the Fee Agreement with Enron. I
have made a change to the payment provision such that the fee is due and
payable upon Natsource's receipt and activation of the password and userid
issued by Enron. I have not used the defined term "Passwords" since this
term include passwords established by Natsource under the initial password
and userid issued by Enron and is not limited to the latter.

I understand this change was conceptually discussed by the business personnel
and was found to be acceptable. If this is the case, please present the
attached to Natsource for signature and instruct them to forward signed
documents to Enron for countersignature.

Thanks for your continued assistance with this matter. If you should have
any questions or need anything further, please let me know.

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