BETA

Mark,

Attached is the draft Broker Electronic Transaction Agreement.? In preparing
the draft, I have made the following assumptions or decisions, each of which
can be changed as Enron desires:

1.? There will be pre-existing relationships with the ultimate
buyers/sellers, each of which I have designated a "Participant," pursuant to
which the Enron-Participant relationship will be conducted (these may be very
informal).? Enron will have approved Participants in advance and will know
the identities and other characteristics of Participants represented by
brokers.? The pre-existing agreements with Participants are "Participant
Agreements."

2.? Brokers will propose trades, which I have characterized as the "selection
of prices, quantities and other terms and conditions" on behalf of
Participants, and have defined as "Execution."

3.? Once an Execution is confirmed by Enron, it becomes a "Transaction" with
a Participant.? A Participant in a "Transaction" is a "Counterparty."? Enron
and Counterparties are parties to a "Purchase Agreement," which is the
binding agreement between Enron and the principal to buy or sell a commodity
with respect to which a Broker has "Executed."? I think these potentially
complicated definitions are necessary to maintain clear distinctions between
the acts that bind the Brokers and those that bind the Participants.

4.? I think that all of the requirements, representations and agreements in
the password application are now in the BETA.? I am presuming that there will
be other forms or methods by which Enron will collect credit and other
information about brokers.

5.? I have placed upon the Brokers the responsibility for obtaining whatever
regulatory approvals they need (FERC, at least).? We may need to address
whether Enron needs to establish independently that Brokers do not have
characteristics that subject EnronOnline to CFTC jurisdiction, but I believe
that we have sidestepped that issue by not making the brokers parties to the
trades.

6.? The key provision of the BETA is paragraph 3(f), which defines the
Broker's obligation to pay damages.?

7.? I have not provided a blacklined version (against the ETA) because I have
changed the document extensively (and also, I don't know how to blackline
from home).? We will provide that blackline later today, because there may be
changes to the ETA that you want to consider based on my revisions of the
basic terms of that agreement in preparing this one.

Enjoy!? Talk to later.

Bob

-----Original Message-----
From: Mark.Taylor@enron.com [mailto:Mark.Taylor@enron.com]
Sent: Monday, November 20, 2000 11:25 AM
To: rlawrence@milbank.com
Subject: GTC's

(See attached file: ECT Natgas GTC.doc)
(See attached file: ENA Financial GTC.doc)

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- BROKER ELECTRONIC TRANSACTION AGREEMENT.doc