Proposal as discussed

FYI
---------------------- Forwarded by Louise Kitchen/HOU/ECT on 02/09/2001 10=
:53 AM ---------------------------

Louise Kitchen
02/09/2001 10:30 AM
To:=09juman@espeed.com
cc:=09Travis McCullough/HOU/ECT@ECT=20

Subject:=09Proposal as discussed

Jonathan,

Offer as discussed, should you wish to discuss further let me know.

Louise

Espeed buys Enron's 25% of ordinary shares in Emetra, in return for $10 mil=
lion in cash. Subject to all applicable pre-emption rights by other shareh=
olders.
All existing contractual arrangements between eMetra and its current shareh=
olders will be terminated.
Enron acquires not less than 10% equity shareholding in Newco for $2.5 mill=
ion cash. Enron will have no further obligation or commitment to the devel=
opment of Newco's business.
Enron will have the right to acquire Espeed's warrants based on the number =
of transactions completed by Enron through Newco.
Enron acquires a 10% equity shareholding of TradeSpark US for $2.5million. =
Enron will have no further obligation or commitment to the development of =
TradeSpark US's business.
Enron will have the right to acquire Espeed's warrants based on the number =
of transactions completed by Enron through TradeSpark US.
Enron acquires not less than 10% equity shareholding in TradeSpark Europe f=
or $2.5 million cash. Enron will have no further obligation or commitment =
to the development of TradeSpark Europe's business.
Enron will have the right to acquire Espeed's warrants based on the number =
of transactions completed by Enron through TradeSpark Europe.

=09This Proposal is prepared solely to facilitate discussions between the =
parties and is not, or intended to be, a binding commitment on the part of,=
or an offer by Enron to negotiate or consummate any transaction on the ter=
ms set out or otherwise. No binding agreements will arise until all parties=
have conducted satisfactory due diligence and signed mutually acceptable d=
efinitive agreements, containing mutually agreeable representations, warran=
ties and other customary provisions, including, but not limited to, those r=
elating to tax, credit, limitation of damages and remedies. This Proposal d=
oes not create and is not intended to create a binding and enforceable cont=
ract between the parties or a duty on the part of either party to negotiate=
in good faith toward a binding contract with respect to any transaction an=
d may not be relied upon by either party as the basis for a contract by est=
oppel or otherwise. In addition, this Proposal is confidential and should n=
ot be shown to or discussed with any third party.