Daniel:  The Terms of Business Letter ("Letter") is fine.  We require two signatures per our resolution.  Marie Heard is having all remaining documents executed and will fax the Letter to you upon signature.  Everything will be sent to you express mail.  Thanks for your help.  No need to call back unless you have specific directions or requests.

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  
Sent:	Thursday, October 11, 2001 7:11 AM
To:	Shackleton, Sara; Daniel.Harris@gs.com
Cc:	Gordon, Talya
Subject:	RE: ECT Investments, Inc. account with Goldman Sachs International

please see attached.
if ok, please sign and fax back to 44 20 7774 0457.

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: 09 October 2001 19:52
To: Daniel.Harris@gs.com
Subject: RE: ECT Investments, Inc. account with Goldman Sachs
International


Sorry to not reply sooner - too many interruptions - see attached (I tried
to track language in PB).  Sara

(See attached file: Amendment to GSI TOBR1.doc)

    -----Original Message-----
   From:   "Harris, Daniel" <Daniel.Harris@gs.com>@ENRON
   Sent:   Tuesday, October 09, 2001 8:21 AM
   To:     Shackleton, Sara; Daniel.Harris@gs.com; 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 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







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


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