BETA with Enron

Steve/Jimmy -

Attached you will find a marked version of the BETA agreement, marked to
reflect changes we discussed last night. As I indicated, though these
changes are reflected in a BETA, they will actually be reflected in a side
letter agreement to be signed by both parties. The form BETA will remain
unchanged and be the same document Amerex will be required to "accept" online.

For your information, I have also attached a copy of the online BETA
document, marked to reflect standard changes from the version you originally
received from Enron. A clean form of this document is what will be reflected
within the website and is the document upon which I have made the Amerex
specific changes.

Please review the attached at your convenience and let me know your
thoughts. Further, if you have any questions, please feel free to call me or
Bob.

Thanks again for taking the time to meet yesterday.

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