Subject: Trading Edge / Bond Link Agreement
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Fri, 11 Aug 2000 06:33:00 -0700 (PDT)

The IT Contract group has been involved in reviewing documents for Trading 
Edge's Bond Link online bond trading site.  George Weber, who has since moved 
into another area, discussed various issues with Trading Edge early this 
year.  Laine Borgman, a contract administrator in the IT Contracts group, has 
become involved in the Trading Edge review during the past week.  Attached 
below are Trading Edge agreements and their responses to issues raised by IT 
Contracts.  

The primary issues Laine and I discussed yesterday are as follows:

Jurisdiction:   
Our preference is Texas, but we would accept New York.  Trading Edge's 
response is unclear, although I believe they will readily agree to New York.

Indemnification (similar to issues with Buy Side Direct):  
Agreement assigns no liability to 3rd parties which the agreement describes 
as "providers of software".  As Trading Edge is the nominal counterparty for 
all trades, this may be acceptable if the agreement held Trading Edge liable 
for settling trades.  However, I do not see where section 11 addresses 
Trading Edge's liability for trades.   
We would also like assurances / liability regarding the accuracy of order and 
trade information.  

Limits of Liability:
Review language in both the Access and TIPs agreements (per Trading Edge, 
they will not agree to modify the TIPs Agreement, which is dictated by a 3rd 
party).

Assignment:  
Trading Edge's agreement does not allow Enron to assign the agreement to 
other parties.  Initially, only EnronCredit.com personnel in Houston and 
possibly London would use Trading Edge's site, so this would not be an issue 
initially.  Although we would prefer that the ability to assign be included, 
this issue could be addressed later as needed.
 
Electronic Mail (#18):
We do not want to accept email communication in the event of a lawsuit.  From 
the tone of their previous response, I believe they will agree to include 
lawsuits in the definition of extraordinary matters, for which email will not 
be employed.  

Sara, how would you suggest we proceed with the Trading Edge review ?  I will 
speak with Sheila Glover regarding the involvement of Credit and Risk Control 
in our request to utilize Trading Edge's trading platform.

Thanks.

Mike
x39990

-----Original Message-----
From: Jay Mortenson
Sent: Friday, August 04, 2000 11:38 AM
To: 'Mike Fowler'
Subject: Trading Edgel legal stuff

Hi Mike-

Give me a call if you have any problems or questions.

The bilateral access agreement is our main agreement.  It references the
online policies and the TIPS agreement, and I have included all of these
documents.

Regards,

Jay Mortenson
Sales Executive
Trading Edge, Inc.
2425 Olympic Blvd., Suite 500E
Santa Monica, CA 90404
310-442-6862 phone
310-314-9115 fax
310-990-1792 mobile
[email-masked]
www.tradingedge.com
Bondlink(tm)  Get The Edge.

 - enrside2-1.doc
 - BilateralAccess.pdf
 - ONLINE policies.pdf
 - TIPS Agreement.pdf