Sara,

When I sent you the following message on April 12th, I thought it was clear 
that Enron Australia Finance Pty Limited should not act as principal for 
entering into the non-power futures agreement with ABN AMRO.  Sorry for the 
confusion.  Rather, ABN AMRO should enter into the agreement with ENA.  
(Shane should only enter into trades under the futures agreement acting 
pursuant to the services agreement.  Of course, based on David's e-mail 
messages, it appears that the services agreement needs to be executed 
following resolution of the questions regarding the mark-up.)

Note further that as stated in my September 9, 1999 memo that I sent you in 
the April 12th e-mail (and that is re-attached below), our Australian tax 
advisor advised that if a master contract must be executed in Australia, it 
should be executed by an independent agent (such as a lawyer) having a power 
of attorney from ENA.

Hope this helps.  Please feel free to contact me if you have any further 
questions.

Best regards,
Susan




Susan Musch
04/12/2000 08:27 AM
To: Sara Shackleton@ECT
cc: David Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 

Subject: Australian Financial Trader Tax Issues - Revised Memo

Sara,

As we discussed, attached is the memo that I wrote last September on the tax 
implications of having a financial trader in Sydney.  As you will note, we 
followed a service fee approach to reimburse the Sydney office on a cost-plus 
basis for the costs incurred by the financial trader (including his 
remuneration).  Important in this arrangement is that the Sydney financial 
trader is not the principal in the trades but is only acting in a preparatory 
or auxiliary manner for the ENA financial trades.

As we discussed yesterday, I will forward the latest draft of the service 
agreement to you by e-mail.  David, could you send Sara and me conforming 
copies of the executed agreement?

Also, we should probably also discuss the status of the documentation 
relating to these trades.

I will be happy to discuss this memo with you in more detail at your 
convenience.

Best regards,
Susan



---------------------- Forwarded by Susan Musch/ENRON_DEVELOPMENT on 
04/12/2000 08:21 AM ---------------------------


Susan Musch
09/15/99 05:02 PM
To: Colin Jackson@ECT, Alan Aronowitz/HOU/ECT@ECT, Susan 
Musch/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Gary Hickerson/HOU/ECT@ECT, Harry 
Arora/HOU/ECT@ECT, Paul Quilkey/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David 
Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Shari Stack@ENRON_DEVELOPMENT
cc:  (bcc: Susan Musch/ENRON_DEVELOPMENT)

Subject: Australian Financial Trader Tax Issues - Revised Memo

Attached is the revised memo on the Australian Financial Trader Tax Issues.  
(Note you will find the changes in the background section of the memo.)  
Please let me know if you have any questions or need any additional 
information.

Best regards,
Susan









Sara Shackleton@ECT
04/18/2000 03:55 PM
To: Susan Musch/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: David Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 

Subject: Re: Revised Australian Services Agreement

Susan:  You were going to verify whether the ABN AMRO futures agreement 
should be executed by Enron Australia Finance Pty. Ltd. (or ENA with Shane 
acting pursuant to the Services Agreement).  Please let me know so that 
either David or I can move forward on the futures agreement.  Thanks.  Sara 
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 04/18/2000 
04:46 PM ---------------------------


Shari Stack
04/18/2000 09:11 AM
To: Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: Re: Revised Australian Services Agreement

FYI  .. . . .
---------------------- Forwarded by Shari Stack/HOU/ECT on 04/18/2000 10:08 
AM ---------------------------


David Minns@ENRON_DEVELOPMENT
04/18/2000 12:22 AM
To: Susan Musch/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Heidi Mason/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Shari Stack@ECT 
Subject: Re: Revised Australian Services Agreement  

I've checked my notes and spoken to Heidi and it appears the delay was 
settling the mark up (107.5%) in the Agreement. Heidi believes that this 
figure can be reduced to 100% (which is current practice). If everyone is 
agreeable I will arrange execution.  



David Minns
04/18/2000 02:35 PM
To: Susan Musch/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Heidi Mason/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 

Subject: Re: Revised Australian Services Agreement  

Susan this is the latest version of the Services re ENA/EAPL. There is a note 
on my file that the percentage uplift. 



Shari Stack@ECT
09/18/99 06:32 AM
To: Susan Musch/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Alan Aronowitz@ECT, Gary Hickerson@ECT, Harry Arora@ECT, Colin 
Jackson@ECT, Paul Quilkey/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David 
Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Heidi 
Mason/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Barbara Lewis/HOU/ECT@ECT 

Subject: Revised Australian Services Agreement

Attached please find my mark-up of the Australian Services Agreement. I have 
attached a blacklined version for ease of reference. 

Apart from changing the name from ECT to ENA, I have modified clause 1 in 
Schedule 1 to more accurately reflect the intended products.



Please call me if any questions. 

Many thanks, 

Shari

 
---------------------- Forwarded by Shari Stack/HOU/ECT on 09/17/99 02:25 PM 
---------------------------


Susan Musch@ENRON_DEVELOPMENT
09/15/99 07:30 PM
To: Shari Stack@ENRON_DEVELOPMENT, Alan Aronowitz@ECT, Gary Hickerson@ECT, 
Harry Arora@ECT, Colin Jackson@ECT, Paul 
Quilkey/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David 
Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Heidi 
Mason/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:  
Subject: Draft of Australian Services Agreement

Attached is a draft of the services agreement for the financial trading 
services to be provided by the Australian trading office for ECT-Houston.  
Please review the agreement and let me know if you have any questions, 
comments or revisions.

Best regards,
Susan