BuySideDirect - Outstanding Issues

My understanding is that the following issues are outstanding with regard to
the Buy Side Direct agreements:

Buy Side Direct Agreement:

Notice - Sara is developing proposed guidelines for notification (how + who
should receive).

Indemnity (#6) - Jason and Sara will discuss.

I would encourage you to discuss these issues without me unless you prefer
that I participate.

Weiss, Peck & Greer Agreement:

Fees: We will not be assessed any fees from WPG. Thus, I suggest that
section 9 state this, or be removed.

Margin: Section 14 should note that margin for our transactions through Buy
Side Direct would be maintained at our prime broker. WPG would only request
margin if our prime broker disaffirms a trade.

Mike Minnich noted that WPG had agreed to our other comments. Have we
received a revised WPG agreement with these changes ?

As noted below, I have asked Sheila to provide information required for the
BSD and WPG agreements.

Please let me know if there are other issues which I should be involved in
discussing.

Thanks.

Mike
x39990

---------------------- Forwarded by Mike Fowler/Corp/Enron on 09/14/2000
10:03 AM ---------------------------

Mike Fowler
09/14/2000 08:46 AM
To: Sheila Glover/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT, PETEJ@andrews-kurth.com, Tom
Doukas/NA/Enron@ENRON, Eric Tipp/Corp/Enron@ENRON, Madhur Dayal/HOU/ECT@ECT

Subject: BuySideDirect Agreement

It appears that we are close to resolving outstanding legal issues regarding
the agreement to allow online bond trading through Buy Side Direct. Sheila,
is your group the appropriate area to complete the Subscriber Application and
Attachment 2 documents provided below ?

We will also execute an agreement with Buy Side Direct's clearing firm
(Weiss, Peck & Greer) which will direct them to clear our trades through the
prime broker we designate. Sheila, I will leave you a paper copy of the
preliminary version of this agreement. Is your group the appropriate area to
complete the information this agreement requires on pages 7 and 8 -
essentially, tax ID # and account # ?

Eric / Tom, please handle any communication required with our prime broker
required before we initiate trading on Buy Side Direct.

Sara / Jason, please let me know if I am overlooking any other information
that we will require from Sheila's group related to Buy Side Direct.

(Approval from our Credit group is expected this week.)

Thanks.

Mike
x39990

To: <Mike.Fowler@enron.com<
cc: <jpeters@andrews-kurth.com<, <sara.shackleton@enron.com<,
"Lisa@Buysidedirect. Com" <lisa@buysidedirect.com<

Subject: RE: Enron-BuySideDirect Agreement

I made the two remaining changes:

1. added limits on clearly erroneous policy time limits. We will promptly
notify other side and will make a decision within 4 hours of the issue being
raised or by 6PM whichever is sooner.
2. deleted first sentence from 5.4

I am still trying to get further resolution from WPG with regard to your
insert #6.

Please call with any questions.

Regards,

Mike
415-369-5016
---------------------- Forwarded by Mike Fowler/Corp/Enron on 09/14/2000
08:13 AM ---------------------------

"Michael Minnich" <minnich@imarkets.com< on 09/12/2000 07:00:10 PM
Please respond to <minnich@imarkets.com<
To: <mike.fowler@enron.com<, <jpeters@andrews-kurth.com<,
<sara.shackleton@enron.com<
cc: "Lisa@Buysidedirect. Com" <lisa@buysidedirect.com<,
<minnich@imarkets.com<

Subject: Enron-BuySideDirect Agreement

I apologize for the delay. I made the changes as discussed except:

1. I did not put a limit on the Clearly erroneous policy--not because I
didn't agree, but because I did not see an obvious answer in the Nasdaq
agreement. I will look at it more tomorrow, but I wanted to get this to you
rather than delay further.
2. Striking first sentence in 5.4--I have not heard back from our lawyers.
Hopefully tomorrow.

Also, I attach the broker dealer attachment 2 which you said you didn't
have.

I think we resolved most of your WPG questions. WPG is OK with all of your
changes except Insert 6. I will try to get further resolution as to why
they object so that you can negotiate further if you like.

If all goes well, hopefully this can be wrapped up tomorrow.

Regards,

Mike

___________________________________________
BuySideDirect LLC a subsidiary of
Intelligent Markets, Inc.

410 Jessie Street, Suite 602
San Francisco, CA 94103
(415) 369-5016 direct
(415) 369-5020 sales
(415) 369-5010 fax
minnich@imarkets.com

- Enron BuySideDirect Subscriber Application, Version August 25, 2000.doc
- BuySideDirect Attachment 2.DOC