Jonathan's response and my draft response for comment.  Notice he doesn't even mention the fact he included posting!!!

Jonathan,

As stated in my previous message.  The letter and your email confirm that Enron and eSpeed are not close to any agreement.  The time required to further pursue this negotiation clearly outweighs any upside potential for Enron.

Regards


Louise Kitchen
COO
Enron Americas

cc:  	Fred Varacchi, eSpeed
     	Tom McKeever, Enron Metals
      	Justin Boyd, Enron Legal - Europe
     	Travis McCullough, Enron Legal - Americas
      	Andy Zipper - EnronOnline
      	Greg Whalley - Enron Wholesale
      	David Tregar - Enron Metals





   

	Enron Capital & Trade Resources Corp.  From:  "Uman, Jonathan" <JUman@cantor.com>                           03/14/2001 11:39 AM	
		


To:	"'Louise.Kitchen@enron.com'" <Louise.Kitchen@enron.com>
cc:	 

Subject:	RE: eMetra


Louise,

Please allow me to clarify a few points before you discount our proposal out
of hand.

In your proposal dated Feb 9, you proposed a transaction which equated to
$10 million in value for Enron.  I have proposed $10 million of value
delivered as $2.5 million in upfront cash, $5 million in "floor-value cash"
structured through a free option to Enron locking the floor value of the
stock at $5 million and $2.5 million in eSpeed class A common stock.  The
$7.5 million of cash would be invested as you described in 3 vertical
markets.  As I stated to you over the past month, the remaining $2.5 million
in stock would be subject to a 1 yr lock up.

The only part of the side letter agreement we did not discuss was the
commitment by Enron not to make commitments to competing verticals for a 18
month period which we feel is justified given that we are financing your
entr?e.  There are no other obligations in the letters outside of what we
discussed - only structural elements required to get the transaction
executed.

I would like the opportunity to discuss this with you in greater detail.
Both Fred and Howard are also available.

Regards-

Jonathan


-----Original Message-----
From: Louise.Kitchen@enron.com [mailto:Louise.Kitchen@enron.com]
Sent: Wednesday, March 14, 2001 12:03 PM
To: Uman, Jonathan
Cc: Varacchi, Frederick
Subject: eMetra


Jonathan,

Thank you for your fax dated March 13, 2001 which incorporated the letter
from Fred Varacchi.  I have read the letter and had several discussions
with my colleagues in London and we conclude that we have no further wish
to pursue any discussions with eSpeed. The letter does not seem to
correspond to any of the discussions we have had to date. I simply do not
see any upside in pursuing discussions, bearing in mind that you received
from us a draft proposal  which you previously indicated was satisfactory
and then followed up with a letter that does not relate at all to the
proposal.

Regards

Louise Kitchen
COO
Enron Americas

cc:  Fred Varacchi, eSpeed
      Tom McKeever, Enron Metals
      Justin Boyd, Enron Legal - Europe
      Travis McCullough, Enron Legal - Americas
      Andy Zipper - EnronOnline
      Greg Whalley - Enron Wholesale
      David Tregar - Enron Metals