ok

 -----Original Message-----
From:  Carnahan, Kathleen  
Sent: Friday, May 25, 2001 10:55 AM
To: Manis, Herman
Cc: Mann, Kay; Sole, Carlos
Subject: Revised form of Memorandum of Option

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

 << File: FORM of Memorandum of Option (2001) Rev 2.doc >> 

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