My understanding is that the following issues are outstanding with regard to 
the Buy Side Direct agreements:

Buy Side Direct Agreement:

Notice - Sara is developing proposed guidelines for notification (how + who 
should receive).

Indemnity (#6) - Jason and Sara will discuss.  

I would encourage you to discuss these issues without me unless you prefer 
that I participate.   

Weiss, Peck & Greer Agreement:

Fees:  We will not be assessed any fees from WPG.  Thus, I suggest that 
section 9 state this, or be removed.  

Margin:  Section 14 should note that margin for our transactions through Buy 
Side Direct would be maintained at our prime broker.  WPG would only request 
margin if our prime broker disaffirms a trade.  

Mike Minnich noted that WPG had agreed to our other comments.  Have we 
received a revised WPG agreement with these changes ?

As noted below, I have asked Sheila to provide information required for the 
BSD and WPG agreements.  

Please let me know if there are other issues which I should be involved in 
discussing.  

Thanks.

Mike
x39990

---------------------- Forwarded by Mike Fowler/Corp/Enron on 09/14/2000 
10:03 AM ---------------------------


Mike Fowler
09/14/2000 08:46 AM
To: Sheila Glover/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT, PETEJ@andrews-kurth.com, Tom 
Doukas/NA/Enron@ENRON, Eric Tipp/Corp/Enron@ENRON, Madhur Dayal/HOU/ECT@ECT 

Subject: BuySideDirect Agreement

It appears that we are close to resolving outstanding legal issues regarding 
the agreement to allow online bond trading through Buy Side Direct.   Sheila, 
is your group the appropriate area to complete the Subscriber Application and 
Attachment 2 documents provided below ?  

We will also execute an agreement with Buy Side Direct's clearing firm 
(Weiss, Peck & Greer) which will direct them to clear our trades through the 
prime broker we designate.    Sheila, I will leave you a paper copy of the 
preliminary version of this agreement.  Is your group the appropriate area to 
complete the information this agreement requires on pages 7 and 8 - 
essentially, tax ID # and account # ?

Eric / Tom, please handle any communication required with our prime broker 
required before we initiate trading on Buy Side Direct.

Sara / Jason, please let me know if I am overlooking any other information 
that we will require from Sheila's group related to Buy Side Direct.  

(Approval from our Credit group is expected this week.)

Thanks.

Mike
x39990



To: <Mike.Fowler@enron.com>
cc: <jpeters@andrews-kurth.com>, <sara.shackleton@enron.com>, 
"Lisa@Buysidedirect. Com" <lisa@buysidedirect.com> 

Subject: RE: Enron-BuySideDirect Agreement


I made the two remaining changes:

1. added limits on clearly erroneous policy time limits.  We will promptly
notify other side and will make a decision within 4 hours of the issue being
raised or by 6PM whichever is sooner.
2. deleted first sentence from 5.4

I am still trying to get further resolution from WPG with regard to your
insert #6.

Please call with any questions.



Regards,

Mike
415-369-5016
---------------------- Forwarded by Mike Fowler/Corp/Enron on 09/14/2000 
08:13 AM ---------------------------


"Michael Minnich" <minnich@imarkets.com> on 09/12/2000 07:00:10 PM
Please respond to <minnich@imarkets.com>
To: <mike.fowler@enron.com>, <jpeters@andrews-kurth.com>, 
<sara.shackleton@enron.com>
cc: "Lisa@Buysidedirect. Com" <lisa@buysidedirect.com>, 
<minnich@imarkets.com> 

Subject: Enron-BuySideDirect Agreement


I apologize for the delay.  I made the changes as discussed except:

1.  I did not put a limit on the Clearly erroneous policy--not because I
didn't agree, but because I did not see an obvious answer in the Nasdaq
agreement.  I will look at it more tomorrow, but I wanted to get this to you
rather than delay further.
2.  Striking first sentence in 5.4--I have not heard back from our lawyers.
Hopefully tomorrow.

Also, I attach the broker dealer attachment 2 which you said you didn't
have.

I think we resolved most of your WPG questions.  WPG is OK with all of your
changes except Insert 6.  I will try to get further resolution as to why
they object so that you can negotiate further if you like.

If all goes well, hopefully this can be wrapped up tomorrow.

Regards,

Mike

___________________________________________
BuySideDirect LLC a subsidiary of
Intelligent Markets, Inc.

410 Jessie Street, Suite 602
San Francisco, CA 94103
(415) 369-5016 direct
(415) 369-5020 sales
(415) 369-5010 fax
minnich@imarkets.com


 - Enron BuySideDirect Subscriber Application, Version August 25, 2000.doc
 - BuySideDirect Attachment 2.DOC