Give Up Agreement

Jason: Please review (I have others for you to see). Also, Paul and I spoke
with Cadwalader this morning. Please continue to check the international
exchanges online to see if you can locate clearinhouse rules for each
exchange. Perhaps you can also find information on the regulatory scheme for
the jurisdictions. I suspect we will have to hire outside counsel in each
country to answer our concerns. Let's talk. SS
----- Forwarded by Sara Shackleton/HOU/ECT on 05/22/2000 10:27 AM -----

James_Naughton@em.fcnbd.com
05/22/2000 10:23 AM

To: sara.shackleton@enron.com
cc:
Subject: Give Up Agreement

Sara,
Thanks again for your time Thursday.
Attached is the standard give-up agreement we discussed, with the
governing law changed to New York.
Please let me know when you have finished looking it over. If you wish,
I'd be happy to prepare them and send to you.
Regards,
Jim Naughton

(See attached file: GIVEUP.doc)

- GIVEUP.doc