Buy Side Direct Issues

The following are my comments regarding the Buy Side Direct agreement:

4.6 Clarify justification for cancelling trades. For example, user input
error is not acceptable justification.

4.7 Specify required lead time for Buy Side Direct to communicate changes in
the agreement to subscribers ?

4.10 I do not have an objection to this clause.

8. Per section 5, subscriber is obligated to settle trades based on
information subscriber inputs to system. However, section 8 references no
obligation on the part of Buy Side Direct to settle a trade in the event the
other counterparty does not. Given that the system will be anonymous, with
Buy Side Direct acting as the counterparty for all trades, this obligation
should be referenced. (However, the agreements for all of the internet
trading sites we are considering also appear to be silent on this issue.)

Buy Side Direct should be responsible for the accuracy of order and trade
terms.

12. Should the agreement specify how and / or to whom Buy Side Direct will
communicate material changes ?

17. Jurisdiction: My understanding is that Enron's 1st choice is Texas but
that we would accept New York.

Sheila, Madhur and I are scheduled to speak Monday morning regarding
involving Risk Control and Credit in the evaluation process.

Thanks.

Mike
x39990