Re: ISDA Agreements/Structure

Sorry for the delay in confirming this point.

Enron Trading Services Inc ("ETSI") can act as agent for ENA in arranging
transactions with North American Metals customers, so as to take advantage of
the ENA ISDAs with the respective customers.

ENA will need to pay compensation to ETSI for its services as agent, and a
services agreement will therefore need to be put in place.

ENA will then need to enter into a back to back transaction with Enron Metals
Limited. The back to back transaction will need to
1. transfer the economic metals postion to Enron Metals Limited; and
2. recover the cost of the service fee paid to ETSI; and
3. leave a margin to cover the credit risk assumed by ENA (this margin needs
to be at market rates). If no credit spread is to be left in ENA, the back to
back contract will need to be written such that all credit risk is passed
through to Enron Metals Limited (ie ENA does not pay Enron Metals Limited
unless ENA is paid by the customer).

Regards
Janine

Justin Boyd
03/11/2000 16:51
To: Janine Juggins/LON/ECT@ECT
cc:

Subject: ISDA Agreements/Structure

Hi Janine

In my absence next week, could I ask you to think about the tax issues.,
etc....thanks! -

J
---------------------- Forwarded by Justin Boyd/LON/ECT on 03/11/2000 16:53
---------------------------

Craig Young
30/10/2000 17:12
To: David P Tregar/EU/Enron@Enron, Justin Boyd/LON/ECT@ECT, Mark
Taylor/HOU/ECT@ECT, Alan Aronowitz/HOU/ECT@ECT
cc: Craig Young/NY/ECT@ECT

Subject: ISDA Agreements/Structure

Justin

Could you recape current status of Enron North American/Enreon Corp ISDA
agreements for U.S. clients. We are on hold with clients/ability to trade

Craig Young