Paul,

Per Sara Shackleton's request, please review the attached e-mail that I had 
previously sent to Mark Elliott with respect to a brokerage agreement between 
ENA and Investment Technology Group Limited and let me know if you are able 
to respond.  Should you have any comments or questions, please call me at 
713-220-4124 or Sara at 713-853-5620.

Thanks,

Jason Peters
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Date: Tue, 10 Oct 2000 11:48:03 -0500
From: "JASON PETERS" <PETEJ@andrews-kurth.com>
To: <mark.elliott@enron.com>
Cc: <Sara.Shackleton@enron.com>
Subject: Terms of Business between ITGL and ENA
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Mark,

Pursuant to our earlier conversation, I have the following questions which 
relate to the Financial Services Authority's Conduct of Business rules:

1. The Agreement provides that the Broker may "from time to time effect 
transactions with or for ENA in Non-Readily Realisable Investments (as 
defined in the Rules)"

I presume this is acceptable, but please confirm.

2. The Agreement provides that  "the protections in the Rules on giving 
suitable advice will not apply"

Again I presume this is acceptable since we will probably not be using their 
advice, but please confirm.

3. The Agreement provides that "Any monies arising in the normal course of 
business  will be held by our agent in accordance with the Financial Services 
Regulations 1991 and the relevant rules of FSA."

Please confirm that this is acceptable.

4. The Agreement provides that it shall be governed by English law and that 
ENA submits to the non-exclusive jurisdiction of the English courts.  I know 
that ENA has specific policies in the US relating to governing law and 
submission to jurisdiction.  Please confirm with me that the above-referenced 
provision is acceptable.


Thanks,

Jason