FYI
---------------------- Forwarded by Louise Kitchen/HOU/ECT on 02/09/2001 10:53 AM ---------------------------


Louise Kitchen
02/09/2001 10:30 AM
To:	juman@espeed.com
cc:	Travis McCullough/HOU/ECT@ECT 

Subject:	Proposal as discussed

Jonathan,

Offer as discussed, should you wish to discuss further let me know.

Louise


Espeed buys Enron's 25% of ordinary shares in Emetra, in return for $10 million in cash.  Subject to all applicable pre-emption rights by other shareholders.
All existing contractual arrangements between eMetra and its current shareholders will be terminated.
Enron acquires not less than 10% equity shareholding in Newco for $2.5 million cash.  Enron will have no further obligation or commitment to the development of Newco's business.
Enron will have the right to acquire Espeed's warrants based on the number of transactions completed by Enron through Newco.
Enron acquires a 10% equity shareholding of TradeSpark US for $2.5million.  Enron will have no further obligation or commitment to the development of TradeSpark US's business.
Enron will have the right to acquire Espeed's warrants based on the number of transactions completed by Enron through TradeSpark US.
Enron acquires not less than 10% equity shareholding in TradeSpark Europe for $2.5 million cash.  Enron will have no further obligation or commitment to the development of TradeSpark Europe's business.
Enron will have the right to acquire Espeed's warrants based on the number of transactions completed by Enron through TradeSpark Europe.

 	This Proposal is prepared solely to facilitate discussions between the parties and is not, or intended to be, a binding commitment on the part of, or an offer by Enron to negotiate or consummate any transaction on the terms set out or otherwise. No binding agreements will arise until all parties have conducted satisfactory due diligence and signed mutually acceptable definitive agreements, containing mutually agreeable representations, warranties and other customary provisions, including, but not limited to, those relating to tax, credit, limitation of damages and remedies. This Proposal does not create and is not intended to create a binding and enforceable contract between the parties or a duty on the part of either party to negotiate in good faith toward a binding contract with respect to any transaction and may not be relied upon by either party as the basis for a contract by estoppel or otherwise. In addition, this Proposal is confidential and should not be shown to or discussed with any third party.