ELECTRONIC TRADING AGREEMENT

WHEREAS, [Enron Capital & Trade Resources Limited] ^ for itself and on behalf of its group undertakings (as defined by section 259 of Companies Act 1985) (“group undertakings”) 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”) ^; 

WHEREAS, the counterparty identified below (“Counterparty”) and Enron have entered into an Internet Trading Access Agreement (the “Access Agreement”), pursuant to which Enron has agreed to provide Counteparty 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 Access Agreement 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 “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 Access Agreement (which shall be considered a single agreement for all purposes and the term “Agreement” as used herein shall refer to this Agreement and the Access Agreement 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, as defined below) will govern the 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 procedures appended hereto and  any and all further or amended procedures posted by Enron 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)	Counterparty will implement and enforce reasonable measures to protect the confidentiality of the Website and ^ to restrict access to the passwords given to Counterparty by Enron to enable Counterparty to access the Website (the “Passwords”) and, without limitation, Counterparty will not provide any third party with access to any such Password without the prior written consent of Enron.  Counterparty shall be solely responsible for any and all acts or omissions of any person accessing the Website ^ through the use 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.

(c)	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 use 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.

(d)	Counterparty shall comply with any and all laws, rules, regulations or orders applicable to Counterparty’s access ^ and use of  the ^ Website.

(e)	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 or 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 a “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.

(f)	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 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.

(g)	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, any procedures established by Enron which are then in effect with respect to such Transaction and are posted on the Website and any master agreement between Enron and Counterparty governing such Transaction as amended on the Website (a “Master Agreement”).  Any such Transaction shall be considered a “Transaction” for all purposes under such Master Agreement.  In the event that Counterparty enters into a Transaction that is not then governed by a Master Agreement, such Transaction shall be governed by the terms and conditions applicable to Transactions of that type then posted on the Website.

(b) A Transaction shall be deemed executed at the time that Enron generates an electronic message to the Counterparty confirming the relevant sale and purchase.  The parties may complete a written confirmation by way of record of its terms; but in the event of conflict, Enron’s electronic records shall prevail.

4.	LIMITATION OF LIABILITY; INDEMNITY.

(a)	ENRON, 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 OR CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF COUNTERPARTY’S ENTERING INTO THIS AGREEMENT OR RELYING ON THE ^ WEBSITE, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

(b)	Counterparty shall indemnify, protect, and hold harmless Enron, 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 ^ and utilization of the Website ^, including, without limitation (i) any access or entry into any other Enron system not covered hereunder, (ii) any act or omission by any person obtaining access to the ^ Website through the Passwords, whether or not Counterparty has authorized such access, and (iii) any actions taken or not taken by Counterparty as a result of or based on its ^ access or utilization of the ^ Website.

5.	CONFIDENTIALITY.

Each party acknowledges that it may, in connection with the activities contemplated hereunder, be exposed to or acquire confidential information which is proprietary or confidential to the other, its ^ group undertakings or third parties to which such party has a duty of confidentiality (collectively, “Confidential Information”).  Any and all non-public information in any form obtained by such party or its employees in connection with this Agreement, including but not limited to any trade secrets, processes, proprietary data, information or documentation related thereto shall be deemed to be Confidential Information.  Each party agrees to hold such Information in strict confidence and not to disclose such Information to third parties or to use such Information for any purpose whatsoever other than as contemplated by this Agreement and to advise each of its employees or agents who may be exposed to such Confidential Information of their obligations to keep such Information confidential.  The provisions of this section shall not apply to information that is (a) publicly available (other than through action of a party in violation of this Agreement); (b) independently developed by a party or obtained by such party from a third party, in either case without being subject to any duty of confidentiality; or (c) required to be disclosed by applicable law, regulation or order of a court or regulatory or self-regulatory authority with jurisdiction over the disclosing party.

6.	GENERAL.

(a)	This Agreement shall commence upon Enron’s issuance of a Password to Counterparty and Counterparty’s “clicking” on all ^ designated spaces in this Agreement and shall remain in effect unless and until terminated by either party upon [    ] days prior written notice 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 __ 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 [set forth herein] or (ii) sent via electronic mail to the parties at their respective electronic mail addresses [set forth herein] (or, in each case, such other addresses or electronic mail addresses as may from time to time be notified by either party to the other party.  Any notices sent pursuant to clause (ii) of this paragraphs 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.

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* The Agreement will need to include (either within the Agreement or as an attachment), the procedures by which trading will be conducted; e.g., “click” procedures, confirmations, etc. 

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S&C Draft of May 21, 1999

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Header Discontinued

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London-^ 1/363473/02
NY12532: 259016.2

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London-1/363473/01

NY12532: 259016.2
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