Jason:  Please review (I have others for you to see).  Also, Paul and I spoke 
with Cadwalader this morning.  Please continue to check the international 
exchanges online to see if you can locate clearinhouse rules for each 
exchange.  Perhaps you can also find information on the regulatory scheme for 
the jurisdictions.  I suspect we will have to hire outside counsel in each 
country to answer our concerns.  Let's talk.  SS
----- Forwarded by Sara Shackleton/HOU/ECT on 05/22/2000 10:27 AM -----

	James_Naughton@em.fcnbd.com
	05/22/2000 10:23 AM
		 
		 To: sara.shackleton@enron.com
		 cc: 
		 Subject: Give Up Agreement




Sara,
Thanks again for your time Thursday.
Attached is the standard give-up agreement we discussed, with the
governing law changed to New York.
Please let me know when you have finished looking it over.  If you wish,
I'd be happy to prepare them and send to you.
Regards,
Jim Naughton

(See attached file: GIVEUP.doc)

 - GIVEUP.doc