PASSWORD APPLICATION

WHEREAS, Enron Power Operations Limited whose registered office is at 4 Millbank, Westminster, London SW1P 4ET for itself and on behalf of its group undertakings (as defined by section 259 of the English Companies Act 1985) (“group undertakings”) from time to time (referred to herein collectively and individually as “Enron”) have established or will establish one or more websites or other internet-based electronic trading facilities (collectively, the “Website”) for the trading of products and instruments based on energy products or other commodities (including derivative products) (collectively, “Transactions”); Counterparty[		] of [	] ("Counterparty") wishes to access the Website; and Enron is willing to provide such access on the terms and conditions set forth herein, Enron and Counterparty hereby agree as follows:

Enron shall issue to Counterparty one or more passwords a password (which may allow Counterparty to create other passwords) that will enable Counterparty to access and utilize the Website (the “Passwords”).  Counterparty understands and agrees that (1) it will be solely responsible for any and all actions acts and omissions taken with respect to the access and use of the Website (including, without limitation, the execution of Transactions) by any person using the Passwords ; and it shall only provide the Passwords to its employees who are authorised by the Counterparty to execute Transactions and not to any third party.  Counterparty will implement and enforce reasonable measures to protect the confidentiality of the Website. Counterparty shall immediately notify Enron of any unauthorised disclosure or misuse of the Passwords.  Use of the Passwords outside of the country previously identified by Counterparty as its country of residence or principal place of business, or other countries approved by Enron, is strictly prohibited, (2) its access to and use of the Website will be subject to the Electronic Trading Agreement included on the Website (the “ETA”) and that, when Counterparty first accesses the Website using any of the Passwords, it will be required to indicate its agreement to the ETA by “clicking” on the designated spaces and, thereafter, any access and utilization of the Website using any of the Passwords will be governed by this Agreement, Password Application, the ETA and any procedures established by Enron with respect to the access and utilization of the Website and any other terms and conditions specified or referred to on the Website ; from time to time; and (3) the ETA and any Transactions executed on the Website will be deemed to be “in writing” and to have been “signed” (and any record of the ETA or any such Transaction will be deemed to be a in “writing”) for all purposes.  Without limitation of the foregoing, Counterparty agrees that it will be bound by any Transactions executed on the Website through a “click” agreement (or other action specified by Enron) by any person using the Passwords, subject to and in accordance with the terms of  this Agreement Password Application, the ETA, any procedures established by Enron with respect to the access and utilization of the Website, any other terms and conditions specified or referred to on the Website from time to time and, if applicable, any master agreements between Enron and Counterparty with respect to such Transactions as amended on the Website..  Counterparty represents, warrants and covenants that if it has signed a registration form provided by Enron, all information provided by the Counterparty on such registration form is true, accurate and complete in all respects, or if it has not signed such registration form, the Counterparty acknowledges and agrees that Enron shall be entitled to continue to rely on any information previously provided to it by the Counterparty in respect of the relevant products including, without limitation, bank, notice and nomination details.

This Agreement This Password Application will be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.

Date:

ENRON POWER OPERATIONS LIMITED			[COUNTERPARTY]
(for itself and on behalf of its group undertakings
from time to time)

By:  ___________________					By:  ________________
Title:								Title:

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UK
13 July 1999
Version 8

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London-1/363477/08 1/363477/06

NY12532: 259013.2

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