David:

Thanks for the note.

I think you have captured the questions. As to question 1, however, I would 
add that we are interested in an answer relating to on-line as well as phone 
trades. 

Mark, do you have anything to add?

We are looking forward to receiving your draft memo by the end of next week.  
I'll be in Japan next week, so if you have any questions, please foolow-up 
with Mark.

Thanks, Alan



	GILBERGD@sullcrom.com
	07/21/2000 12:52 PM
		 
		 To: alan.aronowitz@enron.com, mark.taylor@enron.com
		 cc: LINDAUERE@sullcrom.com
		 Subject: Electronic Signatures


As we discussed, the following summarizes my understanding of the issues you 
would like us to analyze and address in a memo (recognizing that some of 
these issues cannot be definitively resolved at this point):

1.  After 10/1/00 -- Can Enron dispense with confirms completely, regardless 
of whether there is a master agreement in place with the counterparty, and 
instead advise counterparties of executed transactions through some type of 
notice (or perhaps just through a daily transaction summary) delivered 
through EOL?  If so, what (if anything) needs to be done to make this 
procedure effective (e.g., amendments to electronic trading agreement)?

2.  Before 10/1 -- Can Enron dispense with confirms if the applicable master 
agreement permits, or if there is no master, and provide notices through EOL 
in the manner described above?  What are the risks of relying on clicks 
evidencing a counterparty's transactions prior to the effectiveness of the 
legislation?

3.  When dealing with a non-US counterparty, what (in general terms) is the 
risk of following the procedures described above and not sending confirms?  
In other words, if the counterparty is in a jurisdiction that does not 
recognize electronic signatures as binding, is there a meaningful risk that 
the counterparty will be able to avoid transactions (recognizing that this 
question cannot be answered definitively without advice from local counsel 
and that we will only be able to provide general observations)?  How does the 
analysis change if the counterparty has signed a master agreement governed by 
NY law?

4.  Are confirms required for physical transactions, pursuant to Article 2 of 
the UCC?  If so, must they meet any specific requirements?

5.  Miscellaneous other issues -- Can tapes of phone trades suffice as 
electronic signatures under the federal legislation?  Is it sufficient for 
one party to have the ability to store and retrieve records of the 
transaction if the other party does not?

Please let me know if your understanding of the questions to be addressed 
differs from the foregoing.  Thanks.


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