Attached are Buy Side Direct's responses to our comments.  In response to my 
suggestion, Lisa O'Connor has attempted to highlight additions per the 
attachment (deletions from the original documents are not shown).  

Please let me know when we can discuss.

Jason, hope you had a great vacation.

Thanks.

Mike
x39990
---------------------- Forwarded by Mike Fowler/Corp/Enron on 09/05/2000 
01:12 PM ---------------------------


"Lisa O'Connor" <lisa@imarkets.com> on 09/05/2000 02:34:00 PM
To: <mike.fowler@enron.com>
cc:  

Subject: FW: BSD revisions in blue



Here it is.

-----Original Message-----
From: Lisa O'Connor [mailto:lisa@imarkets.com]
Sent: Friday, September 01, 2000 5:53 AM
To: mkfow@cs.com
Subject: BSD revisions in blue


We have made the changes as marked with the following
exceptions/clarifications:

Section 2.  Limit Orders only?  Yes

Section 3.  Let's discuss.

section 4.1.  OK on Insert 1 plus some additional language regarding court
order/subpoena procedures.  Insert 2 is OK with a slight modification:

BuySideDirect acknowledges that various affiliates of Subscriber already own
and operate other trading facilities, such as EnronOnline and
Clickpaper.com, which contain contain features that are similar to those
contained in the BuySideDirect System.  In addition, BuySideDirect
acknowledges that Subscriber has disclosed to it that Subscriber or its
affiliates are planning to launch several other trading facilities (which
are not currently operational), but which may contain features that are
similar to those contained in the BuySideDirect System.  In this regard,
Subscriber acknowledges that it has not disclosed to BuySideDirect,orally or
in writing, any information or specifications regarding the features or any
other aspect of any such trading facility.

Section 4.4.  Let's discuss.

Insert 4.6 -  This is unnecessary because BSD has, pursuant to Rule
10b-10(a) under the Securities Exchange Act of 1934, the obligation to
provide a confirmation to the Subscriber "at or before completion of [the]
transaction."

"4.7 Insert".  Let's discuss.

Section 5.1.  Let's discuss.

Section 5.2.  Let's discuss.

Section 5.4.  Let's discuss.

Section 6.  Made parallel, made strike out excepting affiliates--added our
clearing firm to the indemnity clause in lieu of the strike out.  Struck
Incidental, left consequential.

8.1.  Did not make strike out, added exception, made 8.1 insertion with
following modification:

However, BuySideDirect is liable for the accuracy, as entered by Subscriber,
of all orders and trade terms placed by Subscriber.

Section 17.1 Can't make this change.

Insert 17.2 - Let's discuss

18.  Limitation of Liability.   Struck the word 'consequential', otherwise
made insertion


Regards,

Mike Minnich Lisa O'Connor
415-369-5016 415-369-5018




Lisa Mears O'Connor, CFA
BuySideDirect LLC
a subsidiary of Intelligent Markets, Inc.
415-369-5020 Phone
415-369-5021 Fax


 - Mike Fowler - additions in blue.doc