Hi there,

On the options we should delete the reference to the Federal Arbitration Act, 
so that the sentence with that reference ends with "binding arbitration".  I 
changed it on the confidentiality agreement, but missed it here.  Carlos 
caught it.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/15/2001 04:17 
PM ---------------------------


Kay Mann
02/15/2001 02:51 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc:  

Subject: Re: Arbitration clause for option agreements - what do you think?  

Choice of law doesn't impact place of arbitration.  We just need a starting 
position...


   
	
	
	From:  Kathleen Carnahan                           02/15/2001 02:11 PM
	

To: Kay Mann/Corp/Enron@Enron
cc: Carlos Sole/NA/Enron@Enron 

Subject: Re: Arbitration clause for option agreements - what do you think?  

Well, it looks fair except the place of arbitration.  Since we determine the 
choice of law the by the state where the property is situated, will New York 
work for the place of arbitration?  (I'm not so sure all of the landowners 
even know there is a  New York, New York).



Kay Mann
02/15/2001 01:52 PM
To: Kathleen Carnahan/NA/Enron@Enron, Carlos Sole/NA/Enron@Enron
cc:  

Subject: Arbitration clause for option agreements - what do you think?

1. Remedies, Jurisdiction, Arbitration and Governing Law.  Money damages 
would not be a sufficient remedy for any breach of this Agreement by 
Optionor, and the Optionee shall be entitled to specific performance and 
injunctive relief as remedies upon proof of any such breach.  Such remedies 
shall not be deemed to be the exclusive remedies for a breach of this 
Agreement by Optionor or any of its Representatives but shall be in addition 
to all other remedies available at law or in equity to the Optionee.  
Excepting the right of Optionee to seek such relief, all claims and matters 
in question arising out of this Agreement or the relationship between the 
parties created by this Agreement, whether sounding in contract, tort or 
otherwise, shall be resolved by binding arbitration pursuant to the Federal 
Arbitration Act. The arbitration shall be administered by the American 
Arbitration Association ("AAA").  There shall be three arbitrators. Each 
party shall designate an arbitrator, who need not be neutral, within 30 days 
of receiving notification of the filing with the AAA of a demand for 
arbitration.  The two arbitrators so designated shall elect a third 
arbitrator.  If either party fails to designate an arbitrator within the time 
specified or the two parties' arbitrators fail to designate a third 
arbitrator within 30 days of their appointments, the third arbitrator shall 
be appointed by the AAA. It is expressly agreed that the arbitrators shall 
have no authority to award punitive or exemplary damages, the parties hereby 
waiving their right, if any, to recover punitive or exemplary damages, either 
in arbitration or in litigation. The place of the arbitration shall be New 
York, New York.