Mark,

See message below, just in from Susan Gill.

I have attached her revised version of the Click Agreement for your ease of 
reference from which you will see that the OM has now adopted the position 
per the OMNet Agreement of a very limited form of limitation of liability 
clause - but at least it is mutual.

I don't think that we are going to get any further with the OM on this one.  
My view would be that we will need to accept this if we are going to want to 
join up.  Let me know how you would like to proceed.

Kind regards

Mark

  


   
	Enron Capital & Trade Resources Corp.
	
	From:  susan.gill@omgroup.com                           05/11/99 05:21 PM
	

To: melliott@enron.co.uk
cc:  (bcc: Mark Elliott/LON/ECT)
Subject: Re: ENRON electronic agreements





Dear Mark

I have just spoken to Stockholm and here is the Click Agreement redrafted
(Clause 5.3). I trust it incorporates the essence of your request.

Regards,

Susan

(See attached file: Click NT Member .doc)




melliott@enron.co.uk on 11/05/99 09:02:06

To:   Susan Gill/OMLX/OMGROUP@OMGROUP
cc:
Subject:  Re: ENRON electronic agreements




Susan,

I have spoken to Houston overnight on your revised documents and we do take
issue with one point - that is the failure of OM to agree to insert our
requested limitation of liability clause in Enron's favour in the OM Click 
Trade
Application (NT) Licence Agreement, whereas such a clause exists in OM 
Gruppen's
favour in that document (see Clause 5.3).

We make the following points:-

1.   We notice that OM has agreed at least to a certain form of mutual
limitation of liability clause in the OMNet Agreement and therefore we find 
it a
little odd that OM is unable to agree to any mutual limitation of liability
clause in the OM Click Trade Application Licence.   We should be very grateful
if OM would explain to us its reasoning for this in detail.

2.   In any event, it is entirely against Enron's legal policy to enter into
agreements containing merely a unilateral limitation of liability clause
protecting the other party.  Accordingly, we are not prepared to enter into 
the
OM Click Trade Application Licence in your current revised format.

I therefore attach, once again, as a Word document the text of Enron's 
required
clause on limitation of liability which I would suggest is added to the OM 
Click
Trade Application Licence as Clause 5.4.

(See attached file: OM Click Trade Licence Agreement - Rider.doc)

Once OM is in a position to agree to our required language, we should then be 
in
a position to execute the documentation.

I look forward to hearing from you at your earliest convenience.

Kind regards

Mark




Mark Elliott
05/10/99 05:48 PM

To:   susan.gill@omgroup.com
cc:
Subject:  Re: ENRON electronic agreements  (Document link not converted)

Many thanks, Susan - I have forwarded these on to Legal Dept in Houston with 
my
recommendations.

I shall let you know when Houston Legal gives me their approval to the 
documents
so that you can e-mail them directly to Houston Legal.

Kind regards

Mark




 (Embedded     Enron Capital & Trade Resources Corp.
 image moved
 to file:      From:  susan.gill@omgroup.com
 pic10929.pcx) 05/10/99 06:20 PM






To:   melliott@enron.co.uk
cc:   paul.scott@omgroup.com, knut.lillienau@omgroup.com,
      peter.akesson@omgroup.com (bcc: Mark Elliott/LON/ECT)
Subject:  ENRON electronic agreements






Dear Mark,

I have just heard from Stockholm. Please find attached the agreements marked 
up
with the amendments in so far as we are able to agree to them. I think we have
been able to accomodate the principles behind your requested amendments 
detailed
in your email of 30th April.

I understand that the line installation has been ordered for this Friday -
before the line can be installed I will need 2 signed copies of the OMnet
agreement returned. Please let me know re emailing the engrossments to you.

Many thanks

Susan

Click

(See attached file: Click NT Member .doc)(See attached file: fees click
member.doc)

OMnet

(See attached file: OMnet Agreement.doc)(See attached file: Fees omnet
Member.doc)

Side Agreement

(See attached file: Side Agreement.doc)



 - Click NT Member .doc
 - fees click member.doc
 - OMnet Agreement.doc
 - Fees omnet Member.doc
 - Side Agreement.doc
 - OM Click Trade Licence Agreement - Rider.doc
 - pic10929.pcx
 - Click NT Member .doc