Weiss, Peck and Greer (WPG) has addressed the fee and margin issues noted in 
my previous email.

Fees:  We will not be assessed any fees from WPG.  Thus, I suggest that 
section 9 state this, or be removed.  

Margin:  Section 14 should note that margin for our transactions through Buy 
Side Direct would be maintained at our prime broker.  WPG would only request 
margin if our prime broker disaffirms a trade.  

Has the WPG attorney agreed to a time to discuss their agreement ?

Thanks.

Mike
713-853-9990


---------------------- Forwarded by Mike Fowler/Corp/Enron on 09/12/2000 
02:33 PM ---------------------------


Mike Fowler
09/11/2000 02:41 PM
To: PETEJ@andrews-kurth.com
cc: Sara Shackleton/HOU/ECT@ECT 

Subject: Weiss, Peck & Greer Agreement

My only suggestion regarding your comments on the WPG agreement would be not 
to change the 2nd line of 5a from "your Prime Broker" to "the exchange".   

Mike Minnich emailed you and me the following language to incorporate WPG's 
obligation as our nominal counterparty: 

WPG is responsible for the clearance and settlement of all affirmed trades
executed on the BuySideDirect trading system.

This appears reasonable to me (unless you or Sara feel that this could be 
interpretted as excluding trades for which the other counterparty fails).

Rather than waiting until my issues regarding fees (#9) and margin (#14) are 
resolved, I suggest that you forward your comments to Mike Minnich (who will 
provide to WPG's attorneys) and note that we have requested an opportunity to 
discuss fees (#9) and margin (#14) with Mike Minnich and WPG.  We suggest 
deleting #9 as our understanding is that we would not incur charges from 
WPG.  Regarding #14, we would incorporate our Buy Side Direct trading 
activity into our margin account with our prime broker.    Jason, I'll 
provide additional feedback after I discuss these issues with WPG. 

Please call me (713-853-9990) if you would like to discuss.  

Thanks.

Mike