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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