Note, that since attached e-mail, we have devolped the attached form of 
agreement.  Note further that a few of the provisions in the Section 2 
indemnities are special for Northern Border.



Nora J. Dobin
Senior Counsel
Enron Global Finance
Enron Corp.
1400 Smith Street
Houston, Texas  77002

713/345-7723 (phone)
713/853-9252 (fax)
E-mail:  nora.dobin@enron.com
----- Forwarded by Nora Dobin/Corp/Enron on 03/15/2001 11:03 AM -----

	Nora Dobin
	12/21/2000 01:46 PM
		 
		 To: Jordan Mintz/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Brenda L 
Funk/HOU/ECT@ECT, Harry Arora/HOU/ECT@ECT, Suresh Raghavan/Corp/Enron@Enron, 
Jeff Bartlett/HOU/ECT@ECT, Dale Neuner/HOU/ECT@ECT, Andrea 
Crump/NA/Enron@ENRON, rbaird@velaw.com, dharvey@velaw.com, sborgman@velaw.com
		 cc: 
		 Subject: DealBench -- Phone Backup for Auctions

Nora J. Dobin
Senior Counsel
Enron Global Finance
Enron Corp.
1400 Smith Street
Houston, Texas  77002

713/345-7723 (phone)
713/853-9252 (fax)
E-mail:  nora.dobin@enron.com
----- Forwarded by Nora Dobin/Corp/Enron on 12/21/2000 01:46 PM -----

	Nora Dobin
	10/19/2000 05:53 PM
		 
		 To: Ross Mesquita/NA/Enron@ENRON
		 cc: Suresh Raghavan/Corp/Enron@Enron
		 Subject: DealBench -- Phone Backup for Auctions

Some initial thoughts on the referenced subject:

(1) Phone Backup

 Calls should be scripted (to extent possible), fully recorded and User 
advised upfront that the conversation is being recorded.   Possible 
participants in call include User, Deal Manager and DealBench.  Risk that 
recording fails or is faulty allocated to User and/or Deal Manager.  
DealBench/Deal Manager representatives should be trained in any unscripted 
topics permissible for discussion and possibly provided list thereof for 
reference during call.  No auction/deal information should be given phone 
participants that is not available to electronic participants.

(2) Authentication

 How establish identity of authorized User--i.e., one who Deal Manager has 
invited to participate?  Possibility:  User calls in during auction 
explaining unable to access site.  DealBench/Deal Manager calls User back at 
number given in DealBench registration information.  Person answering must 
give name of registered DealBench User and Deal Key number for subject 
auction.  User and/or Deal Manager assumes risk that person conducting 
business over phone for User is not authorized.  

(3) Auction Information

 How share with User participating by phone the information available to 
on-line participants?   Possibility:  DealBench/Deal Manager recite low bid, 
high bid and/or spread, as applicable, as of specified time.  User and/or 
Deal Manager must assume risk of bid misquotes.

 How share with on-line participants bids from phone participants?  
Possibility:  DealBench/Deal Manager enter phone bids into auction site as 
soon as possible after receipt.  User and/or Deal Manager must assume risks 
of bid misentries and tardiness of bid entries into DealBench.

(4) Timing

 How manage and time receipt and input of phone bids vis a vis electronic 
bids and auction deadlines to maximize fairness to all participants?  Risk 
allocated to User and/or Deal Manager.

(5) Confirmation/Proof/Records

 Need to consider procedures to confirm and establish binding effect of phone 
bids (changes to Site Access and Site License Agreements can be part of 
this).  Also need to establish  record maintenance regarding phone 
transactions.  Will phone conversations be transcribed?  Would both recording 
and transcription be maintained, and if so, for how long?  Will written 
confirmation of phone transactions be provided to User?  How do our trading 
operations handle proof, confirmation and records regarding phone 
transactions?  Note that record maintenance generally remains an open 
DealBench operational/legal issue.

(6) Unavailability of Phone Backup System 

 Allocate this risk to User and/or Deal Manager.  Unavailability of phone 
backup system could be attributable to numerous factors such as phone line 
problems on either end, high volume of phone-ins and related lack of 
personnel.

(7) Volume

 How manage a high volume of phone participants?  How manage simultaneous 
high volume of phone participants and high volume of auctions?  Issues 
include availability of sufficient reliable human resources, reliable 
physical resources (phone banks and electronic hookups to DealBench), 
tracking and timely sharing of current bid information with phone and 
electronic participants, and timely input of phone bids into DealBench.

(8) Deadlines

 How establish outside time deadline for auction process involving both phone 
and electronic participants?

(9) Agreements

 Site Access Agreement and Operations provisions of Site License Agreements 
need to be changed to accommodate backup procedures for auctions, binding 
effect of phone participation, and related risk allocations.

I look forward to discussing this subject and further action items with you.  
Regards, NJD