To: David Gilberg
----- Forwarded by Mark Taylor/HOU/ECT on 05/16/2000 10:58 AM -----

	Mark Taylor
	05/16/2000 10:25 AM
		 
		 To: David Gilberg <gilbergd@sullcrom.com>
		 cc: Travis McCullough/HOU/ECT@ECT
		 Subject: EnronOnline Posting Agreement

David;

Here are our initial thoughts regarding the Posting Agreement form.  I should 
be in all day today and tomorrow.  Please feel free to call to discuss.

At the closing of the Transaction, the Company and Enron will enter into a 
&Posting Agreement8 pursuant to which Enron will agree to post prices for 
certain products to the Company,s platform in a manner that permits the 
Company,s customers to electronically attempt to transact, through the 
Company,s website but on EOL,s database, with respect to Subject Products 
(defined below).  

The Company will provide, at the Company,s expense and in accordance with 
Enron,s specifications and technical requirements t[specifications annex?], 
an interface which will be used by Enron to post prices for Subject Products 
on the Company,s website.  Enron will provide, at Enron,s expense and in 
accordance with Enron,s specifications and technical requirements [annex?], 
an interface for the Company,s customers to attempt transactions (as 
discussed below) on the EOL database.  The parties will also establish a 
credit interface to facilitate Enron,s credit decisions with respect to 
attempted transactions.

The Company,s customers will be permitted to attempt to transact against 
prices posted by Enron at Enron,s sole discretion.  Accordingly, prices 
posted by Enron on the Company,s website shall not be deemed to be offers to 
sell or buy, and all attempted transactions must be validated against the EOL 
database in accordance with EOL,s customary operating policies and 
practices.  The point of contract for all transactions consummated on prices 
that are posted by Enron shall be the EOL database, and all of such 
transactions will be consummated pursuant to EOL,s General Terms and 
Conditions, or the terms of a master agreement between the Company,s customer 
and Enron, if any.  [manner in which the Company,s customers will agree to 
transact under EOL,s General Terms and Conditions] 

[process of and responsibility for &mapping8 the products offered by the 
Company and the prices posted by Enron in order to ensure accurate matching 
of Subject Products between the Company,s website and EOL,s database]

Enron will not be required to pay to the Company any commission or other 
charge with respect to any transaction completed with EOL through the Company,
s Platform.  Commissions charged to those customers completing transactions 
with EOL shall not exceed the Company,s standard rates.  Each party shall be 
solely responsible for the costs and expenses of operating and maintaining 
its respective platform; the Company will be responsible for all 
telecommunication costs and expenses from the Company,s website to EOL,s 
website. 

Prior to Closing, the Company and Enron will agree to specific products with 
respect to which Enron will post prices on the Company,s Platform (the 
Subject Products8).  Products may be added or deleted by subsequent agreement 
of the parties, but Enron shall have no obligation to post prices with 
respect to products for which it then does not post prices on EOL, or to 
otherwise act in a manner that is inconsistent with or contrary to its 
business methods, practices or policies employed on EOL.

[Circumstances under which the Agreement may be terminated by a party, and 
consequences of either party,s breach of the Agreement]