ELECTRONIC TRADING AGREEMENT

WHEREAS, Enron Power Operations Limited whose registered office is at Four Millbank, Westminster, London SW1P 4ET for itself and on behalf of its group undertakings (as defined by section 259 of the Companies Act 1985) from time to time (referred to herein collectively and individually as “Enron”) have established this Website (the “Website”) for the trading of products and instruments based on energy products or other commodities  (including derivative products) (collectively, “Transactions”); and

WHEREAS, you (“Counterparty”) and Enron have entered into a Password Application (“Password Application”), pursuant to which Enron has agreed to provide Counterparty with access to the Website and Counterparty has agreed to access and utilize the Website solely in accordance with the terms and conditions of the Password Application and this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.	SCOPE OF AGREEMENT.  Enron and Counterparty hereby declare, by Counterparty “clicking” on the designated spaces in this Agreement, their mutual intent to enter into this Agreement on the terms and conditions set forth herein and in the Password Application (which shall be considered a single agreement for all purposes and the term “Agreement” as used herein shall refer to this Agreement and the Password Application taken together) and to be legally bound by the terms and conditions of this Agreement to the same extent and with the same force and effect as if Counterparty had manually executed this Agreement.  This Agreement (taken together, where applicable, with any master agreement, 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) will govern the access and utilization of the Website and any and all Transactions entered into by Counterparty through the Website.

2.	REPRESENTATIONS, WARRANTIES AND COVENANTS.  Counterparty hereby represents, warrants and covenants as follows:

(a)	Counterparty will access and utilize the Website (including but not limited to the execution of Transactions) solely for its own internal business and commercial purposes and in accordance with the terms and conditions of this Agreement, the Password Application, any procedures established by Euron 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.  Counterparty will not utilize the Website or enter into Transactions on behalf of any third parties or sell, lease, store, retransmit, redistribute or provide, directly or indirectly, any portion of the content of the Website to any third party.  Counterparty acknowledges that the Website is the exclusive and proprietary property of Enron, and that Counterparty shall have no rights with respect thereto.  Counterparty agrees to protect the proprietary rights of Enron in the Website and Counterparty shall comply with reasonable requests made by Enron to protect such rights.  

(b)	Enron may, in its sole discretion, with or without notice to Counterparty, temporarily or permanently cease to provide the Website or suspend, terminate or restrict Counterparty’s access and utilization of the Website.  Counterparty shall supply Enron with all information reasonably requested by Enron concerning Counterparty and its access and utilisation of the Website.  Counterparty acknowledges that its access and utilization of the Website may be monitored by Enron for Enron’s own purposes, and not for the benefit of Counterparty, and that the resultant information may be utilized by Enron.

(c)	Counterparty shall comply with any and all laws, rules, regulations or orders applicable to Counterparty’s access and use of  the Website.  Counterparty shall not enter into any Transaction which would violate mandatory provisions of law applicable to it and result in unenforceability of Counterparty's obligations under that Transaction.

(d)	By “clicking” on the designated spaces in this Agreement, Counterparty itself is executing this Agreement on its own behalf.  Counterparty has all necessary power and authority to execute and perform this Agreement and this Agreement is its legal, valid and binding agreement, enforceable against Counterparty in accordance with its terms.  Neither the execution of or performance under this Agreement by Counterparty violates any law, rule, regulation, order or any agreement, document or instrument, binding on or applicable to Counterparty.  Counterparty agrees that this Agreement and any Transactions executed hereunder will be deemed to be “in writing” and to have been “signed” for all purposes and that any electronic record of any such Transaction held by Enron will be deemed to be in “writing”.  Counterparty will not contest the legally binding nature, validity or enforceability of this Agreement based on the fact that it has been executed by “clicking” on the designated spaces and expressly waives any and all rights it may have to assert any such claim.

(e)	The Website may provide links to certain internet sites sponsored and maintained by third parties.  Such sites are publicly available and Enron is providing access to such links through the Website solely as a convenience to Counterparty.  Enron makes no representations or warranties concerning the content of such sites and the fact that access to such sites is provided does not constitute any endorsement, authorization or sponsorship of such sites or their sponsors by Enron nor is their any affiliation between Enron and such sponsors and such sponsors do not endorse, authorize or sponsor the Website.  Counterparty understands and agrees that it will use or rely on such sites solely at its own risk and Enron does not grant to the Counterparty any rights in respect of such sites.

(f)	COUNTERPARTY ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT (i) ENRON MAKES NO WARRANTY WHATSOEVER TO COUNTERPARTY AS TO THE WEBSITE, OR THE RESULTS OF COUNTERPARTY’S USE OF THE WEBSITE, EXPRESS OR IMPLIED, AND (ii) THE WEBSITE IS PROVIDED BY ENRON ON AN “AS IS” BASIS AT COUNTERPARTY’S SOLE RISK AND ENRON EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. 

3.	TRANSACTIONS.
		(a)	Each Transaction executed by Counterparty through the Website shall be subject to the terms and conditions of this Agreement, the Password Application and any master agreement in effect as at the date of execution of Transactions save that Transactions can be executed as specified in clause 3.2 below or if no master agreement is in effect as at the date of the execution of the relevant Transaction, the terms and conditions specified on the Website.

		(b)	A Transaction will be initiated by Counterparty offering to buy from, or sell to, Enron by clicking on the designated boxes on the Website.  The Website is not, and shall not be construed as, an offer to buy or sell by Enron.

		(c)	Enron may accept or reject Counterparty's offer at its sole discretion.  A Transaction shall be deemed executed at the time that Enron first signifies its acceptance of Counterparty's offer, accessible on the Enron website server.

		(d)	The parties may also complete a written confirmation by way of a record of the terms of each Transaction but in the event of any conflict, Enron's electronic records or paper copies of such electronic records shall prevail. 

4.	LIMITATION OF LIABILITY; INDEMNITY.

(a)	ENRON AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL, HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO COUNTERPARTY OR TO THIRD PARTIES FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS THEREIN.  IN NO EVENT WILL ENRON BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OF DATA, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF COUNTERPARTY’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(b)	Counterparty shall indemnify, protect and hold harmless Enron and its directors, officers, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages and costs (including attorney’s fees) resulting from or arising out of Counterparty’s access to and utilization of the Website including, without limitation, (i) any access or entry into any other Enron system other than the Website, (ii) any act or omission by any person obtaining access to the Website through the Passwords (as defined in the Password Application), whether or not Counterparty has authorized such access, and/or (iii) any actions taken or not taken by Counterparty as a result of or based on its access to or utilization of the Website.

(c)	Nothing in this Agreement shall have the effect of limiting or restricting either party's liability arising as a result of its fraud.

5.	CONFIDENTIALITY.

(a)	Subject to the exceptions provided in clause 5(b), neither party shall, at any time, whether before or after the expiry or sooner termination of this Agreement, without the consent of the other party, divulge or suffer or permit its officers, employees, agents or contractors to divulge to any person (other than to any of its group undertakings (as defined by Section 259 of the Companies Act 1985) and to their respective officers or employees)  any of the contents of this Agreement, the Password Application or of the Website or any commercially confidential information which may come to a party's knowledge during the course of this Agreement concerning the operations, contracts, commercial or financial arrangements or affairs of the other party.

(b)	The restrictions imposed by clause 5(a) shall not apply to the disclosure of any information:

(i)	which now or hereafter comes into the public domain otherwise than as a result of a breach of an undertaking of confidentiality or which is obtainable with no more than reasonable diligence from sources other than the parties to this Agreement;

(ii)	which is required to be disclosed by the regulations of any recognised exchange upon which the share capital of the party making the disclosure is or is proposed to be from time to time listed or dealt in;

(iii)	to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the disclosing party is a party; or

(iv)	to any consultants, bankers, financiers, or legal advisers of the disclosing party.

(c)	Before a party discloses any information in any of the circumstances described in clause 5(b)(iv) (other than to any legal advisers), it shall notify the other party of its intention to make such disclosure and procure the execution and delivery to that party of an undertaking executed by the person to whom the disclosure is proposed to be made being in the same terms mutatis mutandis as the undertakings contained in this clause 5 but excluding clause 5(b)(iv).

6.	GENERAL.

(a)	This Agreement shall commence upon Enron’s issuance of a Password to Counterparty and Counterparty’s first “clicking” on all designated spaces in this Agreement and shall remain in effect unless and until terminated by either party upon 30 days prior written notice in accordance with clause 6(e)(i) to the other party, provided that this Agreement shall remain in effect with respect to any Transactions effected prior to such termination.

(b)	This Agreement may not be assigned by the Counterparty without the express prior written consent of Enron.  This Agreement shall be binding upon each party and its successors and permitted assigns in accordance with its terms.

(c)	Although there is currently no charge for access and utilization of the Website (other than any charges imposed in connection with any Transactions), Enron may impose such a charge effective 30 days after notice thereof is given to Counterparty.  In addition, Counterparty shall be solely responsible for all costs associated with its accessing and utilizing the Website.

(d)	If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

(e)	All notices delivered hereunder shall be either (i) in writing and shall be hand delivered or forwarded by registered or certified mail and sent to the parties at the addresses specified by the relevant party from time to time or (ii) sent via electronic mail to the parties at their respective electronic mail addresses specified by the relevant party from time to time.  Any notices sent pursuant to clause 6(e)(ii) shall be deemed to have been received immediately upon transmission of the electronic mail message.

(f)	This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.

I DO NOT ACCEPT

I ACCEPT

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