please let me know which provision of the terms of business you think should
be amended in that way.

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: 09 October 2001 14:18
To: Daniel.Harris@gs.com; Daniel.Harris@gs.com
Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com;
Sheila.Glover@enron.com
Subject: RE: ECT Investments, Inc. account with Goldman Sachs
International


Daniel:

What about the limitation of liability language which you suggested could
be similar to the PB agreement (your 9/20/01 email)?

Sara

    -----Original Message-----
   From:   "Harris, Daniel" <Daniel.Harris@gs.com>@ENRON
   Sent:   Tuesday, October 09, 2001 1:51 AM
   To:     Shackleton, Sara; Daniel.Harris@gs.com
   Cc:     kara.saxon@gs.com; Heard, Marie; talya.gordon@gs.com; Glover,
             Sheila
   Subject:  RE: ECT Investments, Inc. account with Goldman Sachs
             International

   Please see attached.

   -----Original Message-----
   From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
   Sent: 08 October 2001 20:39
   To: Daniel.Harris@gs.com
   Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com;
   Sheila.Glover@enron.com
   Subject: RE: ECT Investments, Inc. account with Goldman Sachs
   International


   Daniel:  With respect to the Terms of Business Letter, please email a
   copy
   of the proposed side letter (to handle arbitration and limitation of
   liability).  I just want to review the "final product".  We have all
   other
   documents ready for immediate execution.  Sorry for the delay and I
   appreciate your patience.  Regards.

   Sara Shackleton
   Enron Wholesale Services
   1400 Smith Street, EB3801a
   Houston, TX  77002
   Ph:  (713) 853-5620
   Fax: (713) 646-3490


       -----Original Message-----
      From:   "Harris, Daniel" <Daniel.Harris@gs.com>@ENRON


[mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+2Ecom+
   3E+40ENRON@ENRON.com]


      Sent:   Thursday, September 20, 2001 3:44 AM
      To:     Shackleton, Sara
      Cc:     kara.saxon@gs.com; Heard, Marie; talya.gordon@gs.com; Glover,
                Sheila
      Subject:  RE: ECT Investments, Inc. account with Goldman Sachs
                International

      Sara

      Arbitration - we will agree to English courts as per the language
      amending
      the osla. I will prepare an amendment side letter.

      Limitation of Liability - this is our standard position. I propose
   the
      language agreeed to by you for the PB agreement.

      I trust this will now close the open issues.

      I look forward to hearing from you

      Kind regards

      Daniel

      -----Original Message-----
      From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
      Sent: 17 September 2001 23:51
      To: Daniel.Harris@gs.com
      Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com;
      Sheila.Glover@enron.com
      Subject: RE: ECT Investments, Inc. account with Goldman Sachs
      International


      Daniel:

      Thank you for your response.  Unfortunately, the outstanding issues
      relating to the Terms of Business Letter impact our corporate policy.
      If
      you insist upon arbitration, it should be at either party's option
   and
      we
      can agree to arbitrate in accordance with the International Chamber
   of
      Commerce Rules.  Also, as you mentioned below, there may be non-prime
      brokerage issues that relate to the terms of business and, therefore,
      are
      not adequately addressed in the terms of business letter.  We do have
      other
      business relationships with GSI and again request inclusion of
      limitation
      of liability language in the terms of business letter.  I propose:

      "Neither party shall have any liability arising from this Letter or
   from
      any obligations which relate to this Letter for any indirect,
   special,
      punitive, exemplary, incidental or consequential loss or damage."

      Please reconsider the foregoing with explanation.  I will be out of
   the
      office 9/18/01 in the a.m.

      All remaining documents have been completed and we will have them
      executed
      together with the terms of business letter.

      Regards.  Sara

      Sara Shackleton
      Enron Wholesale Services
      1400 Smith Street, EB3801a
      Houston, TX  77002
      Ph:  (713) 853-5620
      Fax: (713) 646-3490


          -----Original Message-----
         From:   "Harris, Daniel" <Daniel.Harris@gs.com>@ENRON



[mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+2Ecom+
      3E+40ENRON@ENRON.com]


         Sent:   Tuesday, September 11, 2001 3:15 AM
         To:     Shackleton, Sara
         Subject:  RE: ECT Investments, Inc. account with Goldman Sachs
                   International

         Sara

         The terms of business are GSI's general terms and span your
      relationship
         with GSI generally. There may be non-prime brokerage issues that
      relate
         to
         the terms of business. Not everything in the TOBs intersects with
   the
      PB
         relationship, certainly if you do other business with GSI.

         Re the liability provision, I think your concerns are adequately
         addressed
         in the documentation as drafted.

         I would be grateful if you would come back to me as soon as
   possible
      so
         we
         can try to get this wrapped up today.

         Kind regards

         Daniel

         -----Original Message-----
         From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
         Sent: 10 September 2001 21:02
         To: Daniel.Harris@gs.com
         Subject: RE: ECT Investments, Inc. account with Goldman Sachs
         International


         Daniel:

         Thanks for the message.  It seems to me that the terms of the PB
         conflict
         because J14 conflicts with A3, that is, (i)  J14 conflicts with
   Par.8
         requiring the conclusion that English courts will not apply to the
      Terms
         of
         Business agreement and (ii) A3 requires that English courts
   prevail.
         Are
         you agreeing with this analysis?

         Also, there is nothing in the Terms of Business agreement to
   conflict
         with
         the limitation of liability language of the PB applicable to the
   PB
         (except
         for silence on the matter).  You didn't address this point.  It is
      Enron
         Corp. policy to include such language and I would like to limit
   the
         Terms
         of Business in the same manner.

         Can you call me at 9 am Houston time on Tuesday, Sept. 11?  or
      suggest a
         different time?  I am not trying to belabor execution of the the
         remaining
         documents.

         Thanks.

         Sara Shackleton
         Enron Wholesale Services
         1400 Smith Street, EB3801a
         Houston, TX  77002
         Ph:  (713) 853-5620
         Fax: (713) 646-3490


             -----Original Message-----
            From:   "Harris, Daniel" <Daniel.Harris@gs.com>@ENRON




[mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+2Ecom+
         3E+40ENRON@ENRON.com]


            Sent:   Monday, September 10, 2001 1:23 AM
            To:     Shackleton, Sara
            Cc:     Daniella.Bodman-Morris@gs.com; Heard, Marie
            Subject:  RE: ECT Investments, Inc. account with Goldman Sachs
                      International

            Sara
            Actually, I believe we resolved these when we spoke.
   Arbitration -
         more
            appropriate to general terms of business which principally
         contemplate
            the
            regulatory rules to which we are subject (SFA rules). In the
   event
      of
            inconsistency, the terms of the PB agreement govern (clause
   A3).

            I also amended the OSLA by side letter, which I sent over.

            Kind regards

            Daniel

            -----Original Message-----
            From: Shackleton, Sara [mailto:Sara.Shackleton@ENRON.com]
            Sent: 07 September 2001 20:45
            To: Daniel.Harris@gs.com
            Cc: Daniella.Bodman-Morris@gs.com; Heard, Marie
            Subject: ECT Investments, Inc. account with Goldman Sachs
         International


            Daniel:

            Thanks for finalizing the Prime Brokerage Agreement (the
      "Agreement")
            with my colleague Angela Davis.

            I have two points with respect to the Terms of Business Letter
         relating
            to the changes made to the Agreement which I believe we
   discussed
      but
            were not in a position to resolve at the time.  These are:

            (1)  Par. 8 Arbitration (which should conform to Clause J, Par.
   14
      of
            the Agreement).  I recall that we were discussing the possible
   use
      of
            arbitration in the Agreement (and existence of arbitration in
   the
         OSLA)
            so that we would not need to amend this particular paragraph of
      the
            Terms of Business Letter.  Since we ultimately agreed to
   English
         courts,
            I think we need to conform the Terms of Business Letter which
   will
            prevail if in conflict with the Agreement.

            (2)  Par. 8 Arbitration (which should be limited in the same
      manner
         as
            Clause J, Par. 11 as to limitation of liability).  I believe
   that
      you
            and Angela agreed to the revisions in the Agreement.  Why
      shouldn't
            these be mirrored in the Terms of Business Letter?

            I look forward to hearing from you and completing the rest of
   the
            account documentation.  Regards.

            Sara Shackleton
            Enron Wholesale Services
            1400 Smith Street, EB3801a
            Houston, TX  77002
            Ph:  (713) 853-5620
            Fax: (713) 646-3490






   **********************************************************************
            This e-mail is the property of Enron Corp. and/or its relevant
         affiliate
            and
            may contain confidential and privileged material for the sole
   use
      of
         the
            intended recipient (s). Any review, use, distribution or
      disclosure
         by
            others is strictly prohibited. If you are not the intended
      recipient
         (or
            authorized to receive for the recipient), please contact the
      sender
         or
            reply
            to Enron Corp. at enron.messaging.administration@enron.com and
      delete
            all
            copies of the message. This e-mail (and any attachments hereto)
      are
         not
            intended to be an offer (or an acceptance) and do not create or
         evidence
            a
            binding and enforceable contract between Enron Corp. (or any of
      its
            affiliates) and the intended recipient or any other party, and
   may
         not
            be
            relied on by anyone as the basis of a contract by estoppel or
         otherwise.
            Thank you.



   **********************************************************************


    - Amendment to TOBs.doc << File: Amendment to TOBs.doc >>