I have finally reviewed the below.  Comments:

In the 2nd recital to begin and elsewhere where stated, we need to build in 
flexibility for other ancillary equipment besides the ABB Transformers.

What do we do about selling the equipment for more or less than what's due 
WestLB?  How will the money flow?  What accounting impact will this have?

Regards, Lisa




Roseann Engeldorf
08/15/2000 08:49 AM
To: Lisa Bills/Corp/Enron@ENRON, Herman Manis/Corp/Enron@ENRON
cc:  

Subject: Revised Purchase Option Assignement and Assumption Agreement

See Rob's mark-ups attached - let me know if you have any comments.  I have 
also sent them to Kay.

Rose
---------------------- Forwarded by Roseann Engeldorf/Corp/Enron on 
08/15/2000 08:48 AM ---------------------------


"ROB TAYLOR" <TAYLR@andrews-kurth.com> on 08/14/2000 05:41:55 PM
To: <Roseann.Engeldorf@enron.com>, <toxley@winston.com>
cc:  

Subject: Revised Purchase Option Assignement and Assumption Agreement


As I mentioned in my voice mail to Tim and as discussed with Rose, attached 
are clean and marked (against the form of Exhibit attached to the S&S ADA) 
drafts of the Purchase Option Assignment and Assumption Agreement.

Please let me know if you have any questions or comments regarding the 
attached.

Regards,

Rob Taylor
Andrews & Kurth L.L.P.
Chase Tower
600 Travis Street
Suite 4200
Houston, Texas  77002

Tel:  (713) 220-4436
Fax:  (713) 238-7273

robtaylor@andrews-kurth.com

This e-mail (and any attachment(s) hereto) is intended only for use by the 
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 - AssignAs.DOC
 - Purchase.DOC