Ben,

This version of the SPA is revised pursuant to our conversation this morning 
and is redlined against the version submitted to ENA by Steve Hase last 
week.  Feel free to call me with further comments.  Best regards.


Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or
entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.

>>> <Ben.F.Jacoby@enron.com> 05/01/01 07:26PM >>>

I did not get your revision to Hase's draft. Please resend. Thanks.




"Aaron Roffwarg" <aroffwarg@bracepatt.com> on 05/01/2001 06:49:19 PM

To:   <ben.jacoby@enron.com>, <stuart.zisman@enron.com>
cc:   <Chris.Booth@enron.com>, <Kay.Mann@enron.com>
Subject:  Greystone/Haywood - Extension of Dates


Ben and Stuart,

Attached is Amendment #2 to the SPA reflecting the business terms Ben and I
discussed this afternoon.  As you will see this structure (with the
promissory note) is different from the structure described by Steve Hase in
the attached email.  Please let me know if the deal has evolved since our
latest discussions.  Please note that this is being sent to ENA only.
Please call me with your comments at your earliest convenience.  Best
regards.


Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or
entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.
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Date: Tue, 01 May 2001 16:32:21 -0400
Subject: Re: Greystone/Haywood - Extension of Dates
To: ALouison@hunton.com
Cc: ben.jacoby@enron.com, stuart.zisman@enron.com, aroffwarg@bracepatt.com,
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=[800B0F40:01C0D27C]

Audrey,

Ben and I have reached an agreement which will be documented as follows:

1)  Extension of Dates -- May  11 becomes May 9 (Wed)

2)  Ben will edit the latest version of the Amendment #2 so that

a) on Aug 1, we pay the greater of the $1.5MM ($2.5 less $1 paid at
exercise) and the Additional Compensation (less the $1 MM)

b)  a separate agreement whereby Corp guarantees the payment on Aug 1.

The intention is to sign the Amendment #3 before 5/9.

Thanks everyone for making this happen.

Steve Hase


(See attached file: #1283523 v5 - AMENDMENT NO 2 TO SPA.doc)


 - Red Am2 to SPA.doc