-----Original Message-----
From: Michael Minnich [mailto:minnich@imarkets.com]
Sent: Thursday, August 31, 2000 1:22 PM
To: mike.fowler@enron.com
Cc: Lisa@Buysidedirect. Com
Subject: FW: Enron




We have made the changes as marked with the following
exceptions/clarifications:

Section 2.  Limit Orders only?  Yes

Section 3.  Let's discuss.

section 4.1.  OK on Insert 1 plus some additional language regarding court
order/subpoena procedures.  Insert 2 is OK with a slight modification:

BuySideDirect acknowledges that various affiliates of Subscriber already own
and operate other trading facilities, such as EnronOnline and
Clickpaper.com, which contain contain features that are similar to those
contained in the BuySideDirect System.  In addition, BuySideDirect
acknowledges that Subscriber has disclosed to it that Subscriber or its
affiliates are planning to launch several other trading facilities (which
are not currently operational), but which may contain features that are
similar to those contained in the BuySideDirect System.  In this regard,
Subscriber acknowledges that it has not disclosed to BuySideDirect,orally or
in writing, any information or specifications regarding the features or any
other aspect of any such trading facility.

Section 4.4.  Let's discuss.

Insert 4.6 -  This is unnecessary because BSD has, pursuant to Rule
10b-10(a) under the Securities Exchange Act of 1934, the obligation to
provide a confirmation to the Subscriber "at or before completion of [the]
transaction."

"4.7 Insert".  Let's discuss.

Section 5.1.  Let's discuss.

Section 5.2.  Let's discuss.

Section 5.4.  Let's discuss.

Section 6.  Made parallel, made strike out excepting affiliates--added our
clearing firm to the indemnity clause in lieu of the strike out.  Struck
Incidental, left consequential.

8.1.  Did not make strike out, added exception, made 8.1 insertion with
following modification:

However, BuySideDirect is liable for the accuracy, as entered by Subscriber,
of all orders and trade terms placed by Subscriber.

Section 17.1 Can't make this change.

Insert 17.2 - Let's discuss

18.  Limitation of Liability.   Struck the word 'consequential', otherwise
made insertion


Regards,

Mike Minnich Lisa O'Connor
415-369-5016 415-369-5018

 - Enron BuySideDirect Subscriber Agreement, Dated August 25, 2000.doc
 - Enron BuySideDirect Subscriber Application, Version August 25, 2000.doc