Mark,

Look forward to your views on the comments expressed by CC, as well as their 
minor drafting changes.  I have not as yet sent this Sullivan & 
Cromwell....may be you would wish to do this as you see fit......

Look forward to seeing you soon in a week or so...

Justin

 
---------------------- Forwarded by Justin Boyd/LON/ECT on 27/05/99 17:02 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Nicola.Garrett@cliffordchance.com                           27/05/99 
14:27
	

To: jboyd@enron.co.uk
cc: lkitching@enron.co.uk, ekapralo@enron.co.uk, aaziz@enron.co.uk, 
Christopher.Millard@cliffordchance.com, Timothy.Hughes@cliffordchance.com 
(bcc: Justin Boyd/LON/ECT)
Subject: Internet Trading - Internet Trading Access and Electronic Trading  
Agreements




Further to our meeting yesterday, please find attached a copy of the
Internet Trading Access Agreement ("ITAA") and the Electronic Trading
Agreement ("ETA") marked up with my suggested changes from an English law
perspective.  As I mentioned to you yesterday, these documents will also
need to be considered by the overseas lawyers to see whether there are any
overriding local laws which could impact on the use.  The overseas lawyers
have copies of these agreements and will include this in their report.

I understand that it is envisaged that the ITAA will be signed off line and
the ETA will be posted on the Website.  Each person authorised by a
counterparty with a password must "click through" the Agreement before
commencing trading.  This will only be done on one occasion.

We discussed yesterday the risks associated with this approach, namely, that
a counterparty could claim that at the time of entering into the ITAA it was
not aware of the terms of the ETA and therefore, could not be bound by it.
It is clearly important to have certainty that the terms of the ETA are
enforceable as they contain important terms such as indemnities, limitations
of liability etc.  Having said that, the view might be taken that by
entering into the ITAA all that has been achieved is that a counterparty
receives a password which enable the counterparty to put itself in a
position where it must consider the ETA before proceeding.  Once the
counterparty accesses the Website and sees the ETA a second contract is made
and the ITAA and ETA must then be read together but only at the time that
the counterparty has clicked through the ETA.  I suspect that this is the
approach that Sullivan & Cromwell had in mind.  It is also worth bearing in
mind that a counterparty may ask for the ETA at the time of entering into
the ITAA or may be relunctant to click through the ETA until they have had
internal legal sign off.  This may delay trading.

Nonetheless, I understand that you are keen to proceed with signing the ITAA
off line and the ETA on line and accordingly, the attached documents are
marked up with that structure in mind.  As agreed yesterday, I have only
made changes to the document produced by Sullivan & Cromwell where I think
it is necessary for English law purposes or clarification.  I have the
following brief comments on the changes I have made:

1. Parties:  You will see that both documents are entered into by a
designated
 Enron entity for itself and on behalf of all Enron group
undertakings.  The reason
 for this is that Transactions will actually be made between the
counterparty and
 various different Enron entities.  We therefore need to ensure that
such Transactions
 with each of those Enron entities are governed by the terms of these
documents.
 I note from your e-mail yesterday that it was suggested that we need
to list the affiliates
 or have one entity enter into the Transactions.  I think there may
be some confusion here.
 This is not the case.  I assume that the current Enron entities
which trade certain
 commodities with certain counterparties will continue to do so on
the Website.
 The Website will need to be set up in such a way as to achieve this
but I assume that this
 causes no problem as each counterparty will see different pages on
the Website depending
 on what password has been inserted.  The documents now contemplate
this.

2. "Services":  I have removed the references to Services as I am not
sure what this means.
 I would have thought that these agreements need to govern the
counterparty's access and
 utilization of the Website whether or not they actually carry out
any Transactions.  Therefore,
 I believe that where the Agreement had previously referred to
Services, it can now refer to
 "access and utilization of" the Website.

3. Contract Formation:  I have inserted a short paragraph in Clause 3
of the ETA which
 provides that a Transaction will only be executed once Enron
generates a message of
 confirmation of the sale and purchase to a Counterparty and that any
electronic records
 of Enron will prevail.  I note that Sullivan & Cromwell envisage a
document being attached
 which explains this.  This is also acceptable.

4. Data Protection:  On reflection, it will be more appropriate for
relevant data protection
 wording to be on the Website itself rather than in the ITAA or ETA.
This is because the
 data protection concerns revolve around data subjects i.e. living
individuals, rather than
 corporate entities such as the Counterparty.  Before providing
appropriate wording for
 this, could you please let me know what information will be
collected by you concerning
 living individuals either intentionally or unintentionally.  For
example, when a password is
 entered will you be able to identify a living individual by this or
can you intentionally or
 unintentionally obtain that individual's e-mail address or other
information on them once
 they have entered the Site.  You will need to check this with your
technical people.

Once you have had a chance to review this perhaps you could let me have your
comments.

I have simultaneously sent this e-mail to my financial regulatory colleagues
for their review.  They may have further comments which we will send onto
you as a matter of urgency.

Kind regards

Andrew Wilkinson

 <<EnronAgC.doc>>  <<EnronAgMU.rtf>>  <<TradingAgc.doc>>
<<TradingAgMU.rtf>>

 - EnronAgC.doc
 - EnronAgMU.rtf
 - TradingAgc.doc
 - TradingAgMU.rtf