Dear Sara

I am responding to you whilst Daniel Harris is out of the office.

In reference to Arbitration, we can agree to Arbitration in the English
Courts.

Daniel will contact you tomorrow in reference to the remaining points.

I look forward to receiving the outstanding documentation.

Kind regards
Talya Gordon

-----Original Message-----
From: Shackleton, Sara [mailto:Sara.Shackleton@ENRON.com]
Sent: 17 September 2001 23:51
To: "Harris, Daniel" <Daniel.Harris@gs.com>@ENRON
Cc: kara.saxon@gs.com; Heard, Marie; talya.gordon@gs.com; Glover, Sheila
Subject: RE: ECT Investments, Inc. account with Goldman Sachs
International


Daniel:

Thank you for your response.  Unfortunately, the outstanding issues
relating to the Terms of Business Letter impact our corporate policy.
If you insist upon arbitration, it should be at either party's option
and we can agree to arbitrate in accordance with the International
Chamber of Commerce Rules.  Also, as you mentioned below, there may be
non-prime brokerage issues that relate to the terms of business and,
therefore, are not adequately addressed in the terms of business letter.
We do have other business relationships with GSI and again request
inclusion of limitation of liability language in the terms of business
letter.  I propose:

"Neither party shall have any liability arising from this Letter or from
any obligations which relate to this Letter for any indirect, special,
punitive, exemplary, incidental or consequential loss or damage."

Please reconsider the foregoing with explanation.  I will be out of the
office 9/18/01 in the a.m.

All remaining documents have been completed and we will have them
executed together with the terms of business letter.

Regards.  Sara

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490


>  -----Original Message-----
> From: 	"Harris, Daniel" <Daniel.Harris@gs.com>@ENRON
> [mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+
> 2Ecom+3E+40ENRON@ENRON.com]
> Sent:	Tuesday, September 11, 2001 3:15 AM
> To:	Shackleton, Sara
> Subject:	RE: ECT Investments, Inc. account with Goldman Sachs
> International
>
> Sara
>
> The terms of business are GSI's general terms and span your
> relationship
> with GSI generally. There may be non-prime brokerage issues that
> relate to
> the terms of business. Not everything in the TOBs intersects with the
> PB
> relationship, certainly if you do other business with GSI.
>
> Re the liability provision, I think your concerns are adequately
> addressed
> in the documentation as drafted.
>
> I would be grateful if you would come back to me as soon as possible
> so we
> can try to get this wrapped up today.
>
> Kind regards
>
> Daniel
>
> -----Original Message-----
> From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
> Sent: 10 September 2001 21:02
> To: Daniel.Harris@gs.com
> Subject: RE: ECT Investments, Inc. account with Goldman Sachs
> International
>
>
> Daniel:
>
> Thanks for the message.  It seems to me that the terms of the PB
> conflict
> because J14 conflicts with A3, that is, (i)  J14 conflicts with Par.8
> requiring the conclusion that English courts will not apply to the
> Terms of
> Business agreement and (ii) A3 requires that English courts prevail.
> Are
> you agreeing with this analysis?
>
> Also, there is nothing in the Terms of Business agreement to conflict
> with
> the limitation of liability language of the PB applicable to the PB
> (except
> for silence on the matter).  You didn't address this point.  It is
> Enron
> Corp. policy to include such language and I would like to limit the
> Terms
> of Business in the same manner.
>
> Can you call me at 9 am Houston time on Tuesday, Sept. 11?  or suggest
> a
> different time?  I am not trying to belabor execution of the the
> remaining
> documents.
>
> Thanks.
>
> Sara Shackleton
> Enron Wholesale Services
> 1400 Smith Street, EB3801a
> Houston, TX  77002
> Ph:  (713) 853-5620
> Fax: (713) 646-3490
>
>
>     -----Original Message-----
>    From:   "Harris, Daniel" <Daniel.Harris@gs.com>@ENRON
>
> [mailto:IMCEANOTES-+22Harris+2C+20Daniel+22+20+3CDaniel+2EHarris+40gs+
> 2Ecom+
> 3E+40ENRON@ENRON.com]
>
>
>    Sent:   Monday, September 10, 2001 1:23 AM
>    To:     Shackleton, Sara
>    Cc:     Daniella.Bodman-Morris@gs.com; Heard, Marie
>    Subject:  RE: ECT Investments, Inc. account with Goldman Sachs
>              International
>
>    Sara
>    Actually, I believe we resolved these when we spoke. Arbitration -
> more
>    appropriate to general terms of business which principally
> contemplate
>    the
>    regulatory rules to which we are subject (SFA rules). In the event
> of
>    inconsistency, the terms of the PB agreement govern (clause A3).
>
>    I also amended the OSLA by side letter, which I sent over.
>
>    Kind regards
>
>    Daniel
>
>    -----Original Message-----
>    From: Shackleton, Sara [mailto:Sara.Shackleton@ENRON.com]
>    Sent: 07 September 2001 20:45
>    To: Daniel.Harris@gs.com
>    Cc: Daniella.Bodman-Morris@gs.com; Heard, Marie
>    Subject: ECT Investments, Inc. account with Goldman Sachs
> International
>
>
>    Daniel:
>
>    Thanks for finalizing the Prime Brokerage Agreement (the
> "Agreement")
>    with my colleague Angela Davis.
>
>    I have two points with respect to the Terms of Business Letter
> relating
>    to the changes made to the Agreement which I believe we discussed
> but
>    were not in a position to resolve at the time.  These are:
>
>    (1)  Par. 8 Arbitration (which should conform to Clause J, Par. 14
> of
>    the Agreement).  I recall that we were discussing the possible use
> of
>    arbitration in the Agreement (and existence of arbitration in the
> OSLA)
>    so that we would not need to amend this particular paragraph of the
>    Terms of Business Letter.  Since we ultimately agreed to English
> courts,
>    I think we need to conform the Terms of Business Letter which will
>    prevail if in conflict with the Agreement.
>
>    (2)  Par. 8 Arbitration (which should be limited in the same manner
> as
>    Clause J, Par. 11 as to limitation of liability).  I believe that
> you
>    and Angela agreed to the revisions in the Agreement.  Why shouldn't
>    these be mirrored in the Terms of Business Letter?
>
>    I look forward to hearing from you and completing the rest of the
>    account documentation.  Regards.
>
>    Sara Shackleton
>    Enron Wholesale Services
>    1400 Smith Street, EB3801a
>    Houston, TX  77002
>    Ph:  (713) 853-5620
>    Fax: (713) 646-3490
>
>
>
>
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