RE:

Mark can we put togethr a term sheet for the below deal. I think it would be
along the lines of a licensing agreement to use a version of EnronOnline that
allowed Natsource to transact with Enron on the behalf of various
counterparts. The transaction attempt would identify who they were attempting
to transact on behalf of. The deal would be a one year deal @ 200K payable
upon delivery of the application.

Let's discuss.

andy
---------------------- Forwarded by Andy Zipper/Corp/Enron on 09/15/2000
10:03 AM ---------------------------

"Jack D. Cogen" <jcogen@natsource.com< on 09/14/2000 10:48:34 AM
To: "'Andy.Zipper@enron.com'" <Andy.Zipper@enron.com<
cc:

Subject: RE:

Andy,
I have no problem with any of your three points. I would prefer a two year
deal @200 per annum.
What's the next step?
Jack

-----Original Message-----
From: Andy.Zipper@enron.com [mailto:Andy.Zipper@enron.com]
Sent: Thursday, September 14, 2000 11:53 AM
To: Jack D. Cogen
Subject: Re:

Jack,
I should have set the time for 30 days. If it is 15 we will automatically
renew for another 15 days and therafter if apporpriate.

Here are my thoughts:

1). I think we will need to go to phase II immediately. From a legal and
control standpoint, doing the trades as Natsource with a give up to client
at end of day gives us a lot of heartburn. We don't really know who we are
dealing with and even with the margin it could put us in violation of
certain board authorized policies. The good news is that my head IT guys
thinks giving you a client application with a "pick list" is not a lot of
work and could be turned around in fairly short order.

2). We will make Natsource the first broker customer to have this app as
long as you guys are willing to work with us.

3). We are more interested ina one year deal at $200K.

Let's start negotiating, and see if we can't paper something prety soon. I
would think the technology could be turned around within 60days of signing.

Let me know,
Andy