Attached is a draft of the body of a Consent Agreement that we would like to 
obtain from eSpeed at the closing to enter into what we have referred to as 
the "Project Raptor" transactions.  Please let me know if you have any 
comments or questions regarding the attached.



Ted Stockbridge has forward to us a revised draft of the Exclusivity 
Agreement with our collective comments.  We should be able to send that to 
you tomorrow after Andy has reviewed that markup.  I believe Chris or Anthony 
have discussed our remaining comments to the equity documents with Richard. 



Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490