David

I had a few minor suggestions, as set out below.  Please also note the 
following:

SHELL had requested that the limitation of liability in clause 4(a) be 
mutual; I have therefore left clause 4(a) as it stands, but added new clause 
4(c) below.

The risk of including the language in (b)(ii) below is that SHELL will ask 
for Enron for a  indemnity to the extent that SHELL suffers Loss arising out 
of Enron's breach of the Agreement.  I have also sought to restrict the 
circumstances where breach by SHELL would trigger the indemnity - I believe 
sub-clauses (a), (c) and (d) of clause 2 capture these.


 (b)  Counterparty shall indemnify, protect, and hold harmless Enron and its 
directors, officers, employees and agents from and against any and all 
losses,   liabilities, judgments, suits, actions, proceedings, claims, 
damages, and costs (including attorneys, fees) (collectively, &Loss8) 
resulting from or arising out of (i) any  Transactions executed through the 
Website by any person obtaining access to the Website through the Passwords 
(as defined in the Password Application), whether  or not Counterparty has 
authorized such access, or (ii) any material breach by Counterparty of its 
obligations under clause 2(a), (c) or (d) of this Agreement, provided  that, 
in no event will Counterparty have any liability under this clause 4(b) for 
any Loss caused by the negligence or wilful misconduct of Enron.

 (c)  SUBJECT TO CLAUSE 4(b), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE 
OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,   PUNITIVE OR 
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS 
OF PROFIT, LOSS OR CORRUPTION OF DATA,  LOSS OF GOODWILL OR REPUTATION OR 
WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF 
EITHER   PARTY ENTERING INTO THIS AGREEMENT.

 (d) Nothing in this Agreement shall have the effect of limiting or 
restricting either party's liability arising as a result of fraud.


Look forward to your response.

Thanks.
Justin


   
	Enron Capital & Trade Resources Corp.
	
	From:  GILBERGD@sullcrom.com                           18/10/2000 23:36
	

To: justin.boyd@enron.com
cc:  

Subject: ETA


Justin:  Attached is a proposed revision of Section 4(b) of the ETA, as we 
discussed.  I have attempted both to narrow its scope and to carve out the 
negligence, misconduct or breaches of Enron.  Please call or e-mail with any 
thoughts or comments.  Best regards.


----------------------------------

This e-mail is sent by a law firm and contains information
that may be privileged and confidential. If you are not the
intended recipient, please delete the e-mail and notify us
immediately.

 - UKETA.doc