Please see attached.

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: 08 October 2001 20:39
To: Daniel.Harris@gs.com
Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com;
Sheila.Glover@enron.com
Subject: RE: ECT Investments, Inc. account with Goldman Sachs
International


Daniel:  With respect to the Terms of Business Letter, please email a copy
of the proposed side letter (to handle arbitration and limitation of
liability).  I just want to review the "final product".  We have all other
documents ready for immediate execution.  Sorry for the delay and I
appreciate your patience.  Regards.

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:   Thursday, September 20, 2001 3:44 AM
   To:     Shackleton, Sara
   Cc:     kara.saxon@gs.com; Heard, Marie; talya.gordon@gs.com; Glover,
             Sheila
   Subject:  RE: ECT Investments, Inc. account with Goldman Sachs
             International

   Sara

   Arbitration - we will agree to English courts as per the language
   amending
   the osla. I will prepare an amendment side letter.

   Limitation of Liability - this is our standard position. I propose the
   language agreeed to by you for the PB agreement.

   I trust this will now close the open issues.

   I look forward to hearing from you

   Kind regards

   Daniel

   -----Original Message-----
   From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
   Sent: 17 September 2001 23:51
   To: Daniel.Harris@gs.com
   Cc: kara.saxon@gs.com; Marie.Heard@enron.com; talya.gordon@gs.com;
   Sheila.Glover@enron.com
   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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 - Amendment to TOBs.doc