Herman,

Attached is a revised form of Memorandum of Option for your review.  We have 
revised it to be consistent with our form of Option to Purchase.

Please advise if these revisions are acceptable.

Thanks



Kathleen Carnahan
Enron North  America Corp.
1400 Smith Street, EB 3146d
Houston, TX 77002
Phone - (713) 345-3386
Fax - (713) 646-3037