Here's what I sent to Rusty on Wednesday.  It seemed like an option didn't 
quite fit, since PACS doesn't have anything to option, strictly speaking.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 08/04/2000 08:30 
AM ---------------------------
   
	Enron North America Corp.
	
	From:  Kay Mann                           08/02/2000 10:48 AM
	

To: Rusty Stevens/Corp/Enron@ENRON
cc:  

Subject: Pacs

Due to the nature of this deal, I've prepared an LOI with an exclusivity 
period.  Let me know what you think,



Kay