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