Do have an electronic version of the Prime Brokerage agreement (Security 
Industry Association form 151) ?  

If we use the "marked-up" version, I ask that we incorporate my previous 
comments:

Regarding your comments, I would not change the 2nd line of 5a from "your 
Prime Broker" to "the exchange".   

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.  

How would you suggest we proceed ?

Thanks.

Mike


---------------------- Forwarded by Mike Fowler/Corp/Enron on 09/14/2000 
12:31 PM ---------------------------


"Michael Minnich" <minnich@imarkets.com> on 09/14/2000 12:30:31 PM
Please respond to <minnich@imarkets.com>
To: <Mike.Fowler@enron.com>
cc:  

Subject: RE: Enron-BuySideDirect Agreement


I assume you have a standard agreement with these changes?  I don't think
WPG is going to make your changes for you.

Most firms simply cross out / insert as you did and sign the agreement and
send it in.

-----Original Message-----
From: Mike.Fowler@enron.com [mailto:Mike.Fowler@enron.com]
Sent: Thursday, September 14, 2000 10:03 AM
To: minnich@imarkets.com
Subject: RE: Enron-BuySideDirect Agreement



Could you send us a revised Weiss, Peck and Greer agreement ?

Thanks.

Mike





"Michael Minnich" <minnich@imarkets.com> on 09/13/2000 06:58:21 PM

Please respond to <minnich@imarkets.com>

To:   <Mike.Fowler@enron.com>
cc:   <jpeters@andrews-kurth.com>, <sara.shackleton@enron.com>,
      "Lisa@Buysidedirect. Com" <lisa@buysidedirect.com>

Subject:  RE: Enron-BuySideDirect Agreement


I made the two remaining changes:

1. added limits on clearly erroneous policy time limits.  We will promptly
notify other side and will make a decision within 4 hours of the issue
being
raised or by 6PM whichever is sooner.
2. deleted first sentence from 5.4

I am still trying to get further resolution from WPG with regard to your
insert #6.

Please call with any questions.

Regards,

Mike
415-369-5016

-----Original Message-----
From: Mike.Fowler@enron.com [mailto:Mike.Fowler@enron.com]
Sent: Wednesday, September 13, 2000 6:06 AM
To: minnich@imarkets.com
Cc: mike.fowler@enron.com; jpeters@andrews-kurth.com;
sara.shackleton@enron.com; Lisa@Buysidedirect. Com; minnich@imarkets.com
Subject: Re: Enron-BuySideDirect Agreement



In case I did not specify this previously, with regard to time limits for
the clearly erroneous policy, I would encourage you to consider both 1)
counterparty notification that a trade is being questioned and 2)
resolution.

Thanks.

Mike





"Michael Minnich" <minnich@imarkets.com> on 09/12/2000 07:00:10 PM

Please respond to <minnich@imarkets.com>

To:   <mike.fowler@enron.com>, <jpeters@andrews-kurth.com>,
      <sara.shackleton@enron.com>
cc:   "Lisa@Buysidedirect. Com" <lisa@buysidedirect.com>,
      <minnich@imarkets.com>

Subject:  Enron-BuySideDirect Agreement


I apologize for the delay.  I made the changes as discussed except:

1.  I did not put a limit on the Clearly erroneous policy--not because I
didn't agree, but because I did not see an obvious answer in the Nasdaq
agreement.  I will look at it more tomorrow, but I wanted to get this to
you
rather than delay further.
2.  Striking first sentence in 5.4--I have not heard back from our lawyers.
Hopefully tomorrow.

Also, I attach the broker dealer attachment 2 which you said you didn't
have.

I think we resolved most of your WPG questions.  WPG is OK with all of your
changes except Insert 6.  I will try to get further resolution as to why
they object so that you can negotiate further if you like.

If all goes well, hopefully this can be wrapped up tomorrow.

Regards,

Mike

___________________________________________
BuySideDirect LLC a subsidiary of
Intelligent Markets, Inc.

410 Jessie Street, Suite 602
San Francisco, CA 94103
(415) 369-5016 direct
(415) 369-5020 sales
(415) 369-5010 fax
minnich@imarkets.com

(See attached file: Enron BuySideDirect Subscriber Agreement, Dated August
25, 2000.doc)
(See attached file: Enron BuySideDirect Subscriber Application, Version
August 25, 2000.doc)
(See attached file: BuySideDirect Attachment 2.DOC)





(See attached file: Enron BuySideDirect Subscriber Agreement, Dated August
25, 2000.doc)