Justin:  Thanks for your note.  I had the following thoughts.

1.  I think the revised Section 4(b) set forth below in your mail is fine; 
the only thing that I believe it leaves out (and I assume you are comfortable 
not having it) is the counterparty's use of information or content on the 
website.  I had included that clause to cover situations in which the 
counterparty uses information on the website but not in connection with an 
EOL transaction (e.g., reliance on information in making trading decisions 
that are executed elsewhere) or where the counterparty passes information 
from the website on to a third party.  I think the language in your draft 
covers the most important stuff.  I point this out only to be clear on why I 
had included "use".

2.  I am not sure the lead in to 4(c) ("Subject to clause 4(b)") should be 
included.  It seems to suggest that the counterparty could be liable for 
consequential damages, etc. for the things covered in 4(b), which I suspect 
will be difficult for Shell to accept.

3.  Will 4(a) remain in the Agreement?  I think it should, because there are 
things covered in (a) that should not be mutual but should be retained; e.g., 
no liability for timeliness, accuracy, etc. and exculpation for use of the 
website.  However, if (a) is retained, perhaps we should strike those 
portions in the current version of (a) that will be covered by (c); e.g., 
exclusion of consequential and punitive damages, etc.   Otherwise, (c) will 
be duplicative with respect to Enron's liabiity, which could be confusing.

4.  Two "nits" in Section 4(b) of the version of the ETA attached to your 
e-mail --
"Website" is misspelled as "Webiste" in the sixth line, and the "(ii)" in the 
next line should be deleted.

Please let me know if you want to discuss.  Hope all is well with you.  
Thanks.


>>> <Justin.Boyd@enron.com> 10/24 4:22 AM >>>

David

I had a few minor suggestions, as set out below.  Please also note the
following:

   SHELL had requested that the limitation of liability in clause 4(a) be
   mutual; I have therefore left clause 4(a) as it stands, but added new
   clause 4(c) below.

   The risk of including the language in (b)(ii) below is that SHELL will
   ask for Enron for a  indemnity to the extent that SHELL suffers Loss
   arising out of Enron's breach of the Agreement.  I have also sought to
   restrict the circumstances where breach by SHELL would trigger the
   indemnity - I believe sub-clauses (a), (c) and (d) of clause 2 capture
   these.


     (b)   Counterparty  shall  indemnify, protect, and hold harmless Enron
and  its directors, officers, employees and agents from and against any and
all  losses,          liabilities,  judgments, suits, actions, proceedings,
claims,  damages,  and  costs  (including  attorneys'  fees) (collectively,
"Loss")  resulting  from  or arising out of (i) any   Transactions executed
through  the  Website by any person obtaining access to the Website through
the  Passwords  (as  defined in the Password Application), whether   or not
Counterparty  has  authorized  such  access, or (ii) any material breach by
Counterparty  of  its  obligations  under  clause  2(a), (c) or (d) of this
Agreement,  provided       that,  in  no  event  will Counterparty have any
liability  under  this clause 4(b) for any Loss caused by the negligence or
wilful misconduct of Enron.

     (c)   SUBJECT  TO CLAUSE 4(b), IN NO EVENT WILL EITHER PARTY BE LIABLE
TO  THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,         PUNITIVE
OR  CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS,
LOSS  OF  PROFIT,  LOSS  OR  CORRUPTION  OF  DATA,    LOSS  OF  GOODWILL OR
REPUTATION  OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED
ON ACCOUNT OF EITHER          PARTY ENTERING INTO THIS AGREEMENT.

     (d)  Nothing  in  this  Agreement shall have the effect of limiting or
restricting either party's liability arising as a result of fraud.


Look forward to your response.

Thanks.
Justin




 (Embedded     Enron Capital & Trade Resources Corp.
 image moved
 to file:      From:  GILBERGD@sullcrom.com
 pic24182.pcx) 18/10/2000 23:36






To:   justin.boyd@enron.com
cc:

Subject:  ETA


Justin:  Attached is a proposed revision of Section 4(b) of the ETA, as we
discussed.  I have attempted both to narrow its scope and to carve out the
negligence, misconduct or breaches of Enron.  Please call or e-mail with
any thoughts or comments.  Best regards.


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