----- Forwarded by Mark Taylor/HOU/ECT on 05/18/2000 05:23 PM -----

	Paul.TYO.Davis@BakerNet.com
	03/17/2000 02:34 AM
		 
		 To: Mark.Taylor@enron.com
		 cc: Alan.Aronowitz@enron.com, Yasuyoshi.Goto@BAKERNET.com
		 Subject: On line contracts



Dear Mark

In Yasuyoshi Goto's view the agreements are well drafted and contain nothing
which is likely to cause a problem in Japan.  On the understanding that server
is to be located outside Japan, we have only the following comments:

Time of Execution

Section 3. (c) of the ELECTRONIC TRADING AGREEMENT provides that "Transaction
shall be deemed executed at the time that Enron first signifies its acceptance
of Counterparty's offer, accessible on the Website server."

We understand that this means a contract will be formed when Enron 
"dispatches"
its acceptance to its Website server so that the acceptance can be seen by the
Counterparty's computer display (if he has not yet disconnected).  In other
words, the contract will be formed at that time even though the Counterparty
does not see Enron's acceptance (due to disconnection, communication error, or
some other reason).  If this is indeed the intention, the language could 
perhaps
be clarified in this regard.  (Since the agreement is governed by New York 
law,
we have no objection to the current language if this is clear under New York
Law.  Perhaps the UCC covers the point?)

Governing Law/Jurisdiction

We see no problem with the governing law and jurisdiction provisions as they
are.

Taxation

Would you please confirm the role if any to be performed by Enron Japan in
relation to this business, so that we can ensure that Enron Japan will not be
seen as a dependent agent (and therefore permanent establishment) of Enron 
North
America Corp.

Best regards

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