Andy,

Thanks for taking the time in reading the posting agreement and making 
comments.  

It is worth remembering that given a choice we would not be entering into 
this posting agreement.    The historical agreement with MG dictates many of 
the variances we will see from your other posting agreements.

Given the short time frame here, Justin is in the process of trying to set up 
a call with Travis and you for later today.  I have tried to address a couple 
of the points you raise below.

regards
bruce






Andy Zipper@ENRON
11/27/2000 09:49 PM
To: Justin Boyd/LON/ECT@ECT, Bruce Garner/LON/ECT@ECT
cc:  

Subject: eMetra posting agreement

I have read and reviewed the Posting Agreement. Let me preface my comments by 
saying that I'm sure there is stuff in the Posting Agreement that I am 
missing and I really want Travis McCullough to review it. I'm also curious as 
to why in certain sections it is faithful to the agreement I sent  and in 
other places seems to stray or omits things. Anyway here are my comments:

1). Whereas (A). How many eMetra platforms are there ? what does 
"collectively the Platforms" mean ? The agreement should be specific as to 
which platforms eMetra can display prices on.  There are two platforms one 
physical and one financial.  The primary focus of this agreement is on 
financial platform.

2). Regulatory Event, This language should really mirror the Posting 
Agreements in place. The language should cover the situation that if any of 
the events mentioned subject Enron or any of its affiliates to regulation it 
is a Regulatory Event, even if it does not impact upon the way eMetra 
conducts its business as contemplated by the agreement.

3). Term 2.2, There is no time limit on the date that eMetra commences LME 
trading. Given that the language is worded as the later of" this leaves them 
with all the leverage. It should be the earlier of. This is a big one as they 
could sit around forever trying to make it work and we are still bound by an 
agreement that runs 18 months from forever.  I agree with you on this one.  
Starting the clock now does not work but we should be able to set the clock 
at 18 months from Ap 30, 2001.

4). Establishment and Maintenance of Interfaces 4.1 We need to agree on who 
is responsible for what interfaces in this agreement, upfront. These were 
detailed in the agreement I sent to you. They are to responsible for 
maintaining the interfaces so we do not want to build them. In general we are 
responsible for specifying the interfaces and they are responsible for 
building and operating them. Once again, please refer to the posting 
agreement that was sent for the exhibits detailing this. 

5). Execution of Transactions 5.1 All parties agree to be bound by Enron's 
General Terms and Conditions.  We can discuss on the phone call.

6) Execution of Transactions 5.2.3 Please use the exact language from the 
Posting  Agreement sent. This wording is unclear. There is no time of 
transacting as there is no transaction unless price and volume are available 
at time of receipt of proposed transaction.

7). Execution of Transactions General comment: There is no language referring 
to eMetra taking responsibility for Mapping Errors. This is a big issue. We 
will not be responsible if they incorrectly display our prices, i.e. 3 mo. 
Aluminium displayed as 6 mo. Aluminium. Please refer to Posting Agreement for 
language.  I agree

8). Co-Operation 7.2 and 7.3 I would like to see both of these deleted. We 
have not given this to anyone else and it seems to be indirect conflict with 
13. This section pretty much rules out that we market EnronOnline to our 
customers and I don't see how we can live with it.  I think we would be 
willing to substitute some form of non-disparagement language in its place.  
We are balancing a couple of issues here.  Some of this is specific for 
Emetra.  John Sherriff has been involved in the business issues that have 
been agreed to.  Not withstanding the support of Emetra, we believe we have 
the freedom to market EOL and are released from the non-compete.

9). Default and Termination 9.1.1  How is the release from the non-compete 
tied to breach of this agreement ? There is no link between breach under this 
agreement and non-compete.

10). Default and Termination 9.1.1 Strike the term material from sentence. 
All parts of this agreement are material or they wouldn't be in it. Fine

11).  Default and Termination 9.1.4 and Enron Operational Failure. This is 
too broad. Only the failure of an aspect of the Enron platform that affects 
participants ability to conduct business with Enron through eMetra is 
relevant.  Fine 

12). Cost and Expenses. eMetra bears all costs relating to connectivity (i.e. 
T1's)  between eMetra to the Enron platform. Fine

13). Assignment should read "eMetra's right to display Enron's prices..."  
Fine

As I said earlier I'm sure there are things I 've left out and strongly 
suggest that Travis review it before signing.


Thanks,
Andy