----- Forwarded by Sara Shackleton/HOU/ECT on 12/22/2000 10:35 AM -----

	Christine.Lee@ubsw.com
	12/21/2000 07:29 PM
		 
		 To: Sara.Shackleton@enron.com, david@dkelly.org
		 cc: Michael.Collins@ubsw.com
		 Subject: Re: 2 paragraphs


     Sara,

     Attached is the newly marked up version of the contract.  The
     highlights are as follows (not all changes are addressed below):

     1)  Dividend language has been inserted on page 6.  We may have to do
     something with the structure since there are two "Method of
     Adjustments."

     2)  On page 11 and 12, we reinserted our language in sections (iii)
     and (v) but conformed them to your Registration Provisions.  We needed
     to reinsert the language in (iii) for section (v) to work.

     3) On page 13, I reinserted our "best efforts ongoing obligation"
     language.  The reason I did this is because I realized that they way
     you had it drafted in the email does not work from an accounting
     perspective.

     4)  On page 14, 1st paragraph, the words "but prior to the Settlement
     Date" was added for accounting purposes.

     5)  The new ratcheting Trigger Price language was added on page 14.

     Please call me after you have reviewed the markup to verify that we
     are in agreement on the terms.

     Regards,
     Christine


______________________________ Reply Separator 
_________________________________
Subject: 2 paragraphs
Author:  Sara.Shackleton (Sara.Shackleton@enron.com) at unix,mime
Date:    12/20/00 3:25 PM


Trigger/Determined Amount inverse relationship:

"In the event the Trigger Price is increased to equal the Other Trigger
Price, the Determined Amount shall be reduced so that the Effective Share
Price is increased in direct proportion to the increase in the Trigger
Price.  The "Effective Share Price" shall be the result obtained by
dividing
X by Y where "X" equals the product of the Price Per Share multiplied by
the
Number of Shares, and "Y" equals the Number of Shares plus the Determined
Amount."


Paragraph 3(a) first paragraph, 3rd sentence replacement:


"In the event that, but for this Section 3, titled "Other Provisions,"
Party
B would be obligated to deliver a number of Shares equal to the Determined
Amount plus the Excess Shares, Party B shall have an ongoing obligation to
satisfy delivery of the Excess Shares; provided however that the number of
Excess Shares to be delivered hereby shall not exceed [________] shares.
Party B may, at its sole option, satisfy delivery of the Excess Shares by
using its best efforts to increase its Authorized Shares or by delivery of
a
cash payment equal to the [product obtained by multiplying the Excess
Shares
by the Final Price]."



 - MARKUP.DOC

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