Electronic Trading Agreements

As we discussed at our meeting, attached are preliminary drafts of an
Internet Trading Access Agreement and an Electronic Trading Agreement. The
first Agreement is intended to be manually signed and reflects the
Counterparty's agreement to be bound by the second agreement (and any other
agreements posted on the website) through a "click" procedure. The second
agreement includes the reps and warranties, limitations on liability, etc.
that Enron will need to obtain from the Counterparty. I note that the only
reason for bifurcating these into two Agreements is to keep the initial,
manually executed agreement short and "user friendly". It would be
preferable, if you think it works from a business perspective, to have a
single agreement, containing the provisions of both of these agreements, that
is manually executed. We should consider and discuss the feasibility of this
approach.

Finally, please note that the Agreements reference procedures to be included
on the website. These procedures will include the actual mechanics of
trading, which the Counterparty will have to agree to but which need not (but
of course can be) included in the agreements directly.

Please let us know if you have any problem opening the documents. We look
forward to discussing these issues with you further.

- 5j%t01!.wpd
- 5j%w01!.wpd