Carol -

Thanks for the update on the review. 

As to the language inserted, the words "access" and "entry" relate back to 
the provisions under (ii) and (iii) of paragraph 5(b) since these are the two 
subparts that discuss access.  The words "action taken or not taken" relate 
back to the provisions under (iv) as this is where "actions taken or not 
taken" relate to the Broker.  The additional phrase should be couched in 
these terms since this is what Broker has for responsibilities.  

As to the addition of the words "unlawful acts" this is not acceptable to 
Enron. 

Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com



	"Carol Wilhelm" <wilhelmc@PENNIE.COM>
	02/26/2001 11:22 AM
		 
		 To: Mark.Greenberg@enron.com
		 cc: 
		 Subject: Re: Natsource BETA

Mark, I've looked at the revisions to 5(b) and have one comment and one item 
I inadvertently left out in our conversation on Friday.  

First, I like the idea of the defined term "Costs", but I had envisioned that 
that term would take the place of, rather than be used in addition to, the 
language "associated with access, entry, or action taken or not taken by 
Broker".  I believe that the "associated with..." language makes the 
exception appear to apply only to section (iv).

Second, we would like to insert the words "unlawful acts," before the word 
"negligence" in the new language.

Therefore, we propose that the added clause read as follows:

"unless such Costs arise from the failure of Enron to maintain commercially 
reasonable security controls for the website or otherwise from the unlawful 
acts, negligence or intentional misconduct of Enron and its directors, 
officers, employees, agents or contractors."

Please let me know what you think.  

Also, what changes will be in the side letter?

Thanks.

>>> <Mark.Greenberg@enron.com> 02/23 4:32 PM >>>
Carol -

Pursuant to our discussion, attached is an updated draft of the BETA with
Enron.  I have marked all of the changes we have discussed, including those
discussed earlier today, and provided these edits on the final base BETA
being used for the website.

As I indicated, the final BETA has been modified from the one originally
forwarded to you and Natsource for review.  Though we briefly reviewed the
global changes, I have provided below a copy of the marked version of the
final, website version.  This is marked against only changes made to the
original Enron version and does not incorporate any Natsource related
changes.  As you will recall, any changes that will ultimately be made to
the BETA will be reflected in a side letter and Natsource will still be
required to "accept" the form BETA on the Website.

Please take a look at the attached when you have a chance and let me know
if anything further needs to be accomplished.

Thanks.


(See attached file: beta-natsource(draft-2-23-01)).doc)

Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com

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