INTERNET TRADING ACCESS AGREEMENT

WHEREAS, [Enron Capital & Trade Resources Limited] ^ for itself and on behalf of its group undertakings (as defined by section 259 of the 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 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 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 taken with respect to the ^ use of the Website (including the execution of Transactions) by any person using the Passwords; (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, it will be required to indicate its agreement to the ETA by “clicking” on the ^ designated spaces; (3) it will utilize the Website ^(including executing Transactions) solely in accordance with the ETA and any procedures specified from time to time by Enron; (4) when a person using the Passwords has “clicked” on the ^ designated spaces on the ETA or any other agreement provided on the Website, or taken any other actions required or permitted on the Website, Counterparty will have agreed to and will be bound by the ETA or such other agreements, or by such other actions, to the same extent as if it had manually executed the ETA or such other agreements or taken such actions directly; and (5) 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 “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, the ETA, any procedures established by Enron with respect to the ^ utilization of the Website and, if applicable, any master agreements between Enron and Counterparty with respect to such Transactions as amended on the Website.

This Agreement 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 CAPITAL AND					[COUNTERPARTY]
   TRADE RESOURCES LIMITED			
(for itself and on behalf of its group undertakings
from time to time)

By:  ___________________					By:  ________________
Title:								Title:

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S&C Draft of May 21, 1999

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London-^ 1/363477/02

NY12532: 259013.2

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original document   : F:\LONDON-1\001893\7SGL01!.DOC
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CompareRite found    1 change(s) in the notes

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