Mark, 

Attached is the draft Broker Electronic Transaction Agreement.? In preparing 
the draft, I have made the following assumptions or decisions, each of which 
can be changed as Enron desires:

1.? There will be pre-existing relationships with the ultimate 
buyers/sellers, each of which I have designated a "Participant," pursuant to 
which the Enron-Participant relationship will be conducted (these may be very 
informal).? Enron will have approved Participants in advance and will know 
the identities and other characteristics of Participants represented by 
brokers.? The pre-existing agreements with Participants are "Participant 
Agreements."

2.? Brokers will propose trades, which I have characterized as the "selection 
of prices, quantities and other terms and conditions" on behalf of 
Participants, and have defined as "Execution."

3.? Once an Execution is confirmed by Enron, it becomes a "Transaction" with 
a Participant.? A Participant in a "Transaction" is a "Counterparty."? Enron 
and Counterparties are parties to a "Purchase Agreement," which is the 
binding agreement between Enron and the principal to buy or sell a commodity 
with respect to which a Broker has "Executed."? I think these potentially 
complicated definitions are necessary to maintain clear distinctions between 
the acts that bind the Brokers and those that bind the Participants.

4.? I think that all of the requirements, representations and agreements in 
the password application are now in the BETA.? I am presuming that there will 
be other forms or methods by which Enron will collect credit and other 
information about brokers.

5.? I have placed upon the Brokers the responsibility for obtaining whatever 
regulatory approvals they need (FERC, at least).? We may need to address 
whether Enron needs to establish independently that Brokers do not have 
characteristics that subject EnronOnline to CFTC jurisdiction, but I believe 
that we have sidestepped that issue by not making the brokers parties to the 
trades.

6.? The key provision of the BETA is paragraph 3(f), which defines the 
Broker's obligation to pay damages.? 

7.? I have not provided a blacklined version (against the ETA) because I have 
changed the document extensively (and also, I don't know how to blackline 
from home).? We will provide that blackline later today, because there may be 
changes to the ETA that you want to consider based on my revisions of the 
basic terms of that agreement in preparing this one.

Enjoy!? Talk to later. 

Bob 



-----Original Message----- 
From: Mark.Taylor@enron.com [mailto:Mark.Taylor@enron.com] 
Sent: Monday, November 20, 2000 11:25 AM 
To: rlawrence@milbank.com 
Subject: GTC's 

(See attached file: ECT Natgas GTC.doc) 
(See attached file: ENA Financial GTC.doc) 

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 - BROKER ELECTRONIC TRANSACTION AGREEMENT.doc