Mark:

Attached please find the other e-mail summarizing the pending jurisdictional 
matters. Please note that Justin and I have determined that because Enron 
could be exposed to criminal liability in the Netherlands, we will exclude 
residents notwithstanding low risk of prosecution.  We are awaiting advise re 
rather the same state of affairs exists in Italy - low probability of 
prosecution but some risk of criminal liability.

Leslie
----- Forwarded by Leslie Hansen/HOU/ECT on 08/28/2000 01:43 PM -----

	Leslie Hansen
	08/25/2000 09:03 AM
		
		 To: "Murton, Rachel" <rachel.murton@linklaters.com>@ENRON
		 cc: 
		 Subject: Re: Gaming advice in the various EU jurisdictions

Rachel:

Thank you so much for the feedback.  I will follow up later this morning to 
address those questions that have yet to be answered.

With regard to a summary of your Olympic research in other jurisdictions, I 
would very much appreciate a summary.

Thanks,

Leslie



	"Murton, Rachel" <rachel.murton@linklaters.com>
	08/25/2000 06:17 AM
		 
		 To: "'leslie.hansen@enron.com'" <leslie.hansen@enron.com>
		 cc: "Didizian, Marly" <marly.didizian@linklaters.com>, 
"'justin.boyd@enron.com'" <justin.boyd@enron.com>
		 Subject: Gaming advice in the various EU jurisdictions


Thank you for your e-mails.

I set out below the advice we have received from the various jurisdictions.

1.  Countries that can be added to the approved list:

We have now received the advice from Portugal, and as with the Euro 2000
game, the High Five Flag Game does not violate Portugese law, because
participants do not have to pay to enter and because it is run outside
Portugal - so you can add Portugal to the list of approved jurisdictions.

Finland can now also be added to the approved list. The game would not be
considered a lottery, as the players would not pay to enter.  It should not
be considered a restricted marketing measure providing there is no
obligation to purchase goods (which I understand is the situation).  Tax
issues were also initially a concern i.e. it was thought that Enron might be
liable to pay tax if it awarded a prize to a Finnish citizen.  However,
after discussions with the relevant tax authorities, this tax issue seems to
have fallen away - because Enron, as a foreign organiser would not have any
liabilites towards the Finnish tax office.  [If a Finnish citizen won the
prize, they themselves might have to pay tax on it - but I assume that this
is not a concern of Enron, since they themselves would not have liability
towards the Finnish tax office].

2.  Countries that could possibly be added to the approved list, provided
certain facts are confirmed (with either Enron or the regulatory
authorites),and/or  further information is provided.

As with Euro 2000 Poland is also looking likely - the Polish lawyers require
me to confirm that Enron's customers are permitted to use Enron's website
for online trading even if they have not purchased anything from Enron in
the past and do not intend to do so in the future.  It is my understanding,
that this is the case  - so assuming this is correct, Poland could be added
to the approved list.

Belgium - it is unclear under Belgium law whether the game is a Games of
Chance, a Lottery, or a Contest.  They need to forward a demo to the
regulatory authorities.  I have not yet checked whether the demo sent
yesterday is complete enough (our web access was very slow thsi morning)  -
but, as suggested in your e-mail, I will contact Dave Samuels if I need a
substantially more complete demo.

Italy - Approval is needed in Italy if the game is an advertising contest
addressed to Italian residents. The scheme would be classified as an
advertising contest - the key is whether it is addressed to Italian
residents.  Our Italian lawyers would like to know how many users there will
be in Italy, and would like us to confirm that the site will be in English
and from a server located in the UK. In order to obtain approval, the
Italian lawyers need to know whether Enron has a subsidiary in Italy - if it
does, the application needs to be made on behalf of this company, - if it
doesn't have an Italian subsidiary then they cannot actually apply for
approval of the scheme.  An integral feature of being an advertising contest
is that a prize is awarded, so if Italian participants are excluded from
being awarded a prize, the game won't be an advertising contest addressed to
Italian residents.

Sweden - The game is a lottery under Swedish law and therefore requires
approval (which there is virtually no chance of Enron obtaining because it
is not a charitable organisation) if it is addressed to the Swedish public
(as a general rule more than 250 people).  Our Swedish lawyers therefore
need to know how many participants there are in Sweden - if it is less than
250, then there seems to be a good chance that the game can go ahead - but I
will confirm this with them.

Norway.  There are four issues affecting the game in Norway - these are
whether the game is a lottery, whether the game is a money game, whether the
game promotes a business, and tax issues.  After informal talks with the
relevant ministries, th first two issues have fallen away, and are now no
longer a problem.  The Norwegian lawyers had some concerns as to whether the
purpose of the scheme  was to promote Enron - but I believe that, if I can
confirm to them that customers are permitted to use Enron's website for
online trading even if they have not purchased anything from Enron in the
past and do not intend to so in the future -  i.e. that the game is a
"gimmick" and not a promotional tool (as for Poland) this will drop away.
The tax issues are similar to those initially expressed by the Finnish
lawyers - and may fall away after consultation with the Norwegian
authorites.


3.  Jurisdictions where there is a technical  risk of violating local laws
but a low risk of enforcement

Netherlands - technically the game violates the Dutch Games of Chance Act
(DGCA). However, it  is not clear that the DGCA applies to internet games,
and our Dutch colleagues are not aware of any instances where internet games
have been prosecuted under the Act. They beleive that even if the Dutch
authorites were alerted to the game, games offered for a limited period of
time for moderate prozes would not be high on teh list of the dutch
authorities priorites!  There is also the issue that Dutch courts probably
won't consider themselves to have jurisdiction because, for example, the
prizes are expressed in GBP, the game is run from a UK server, the language
is English, and the game does not violate laws in jurisdiction it is run
from, although no guarantee of this can obviously be given.

4.  Miscellaneous

We await advice from Spain.  I have received, but not yet reviewed, the
advice from France (but from a brief glance, it does not look favouarble
regarding allowing French citizens to participate).


I also have advice from the various jurisdictions relating to whether Enron
employees themselves can participate (this looks favourable - obviously as
long as the game is conducted fairly).  I will review the specifics of this
advice, and forward it to you, along with the advice we have on disclaimers.
I should be able to do this this afternoon/evening  (UK time).

I have advice from most of the jursidictions on Olympic legislation.  Would
you like a summary of this advice for future reference? - it makes
interesting, if largely depressing, reading!

Rachel








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