----- Forwarded by John O'Shea/HOU/Dynegy on 11/06/01 12:09 PM -----
                                                                                        
                    John O'Shea                                                         
                                         To:     Joshua.Davidson@bakerbotts.com         
                    11/06/01 12:02       cc:                                            
                    PM                   Subject:     RE:(Document link: John O'Shea)   
                                                                                        
                                                                                        



Define Working Capital  as cash plus accounts receivable plus investories
plus material and supplies plus exchange gas receivable plus prepayments
less accounts payable less exchange gas payable.


                                                                                               
                    Joshua.Davidson@bake                                                       
                    rbotts.com                  To:     John.O'Shea@dynegy.com                 
                                                cc:                                            
                    11/06/01 11:44 AM           Subject:     RE:                               
                                                                                               
                                                                                               




We do, but this can be very company specific on exactly how people define
it.

-----Original Message-----
From: John.O'Shea@dynegy.com [mailto:John.O'Shea@dynegy.com]
Sent: Tuesday, November 06, 2001 11:42 AM
To: Joshua.Davidson@bakerbotts.com
Subject: RE:



Yes.  I assume that you have boiler plate language that we can start from.




                    Joshua.Davidson@bake

                    rbotts.com                  To:
John.O'Shea@dynegy.com
                                                cc:

                    11/06/01 11:41 AM           Subject:     RE:









You capitalized Working Capital.  Will you want to define it in this
agreement?

-----Original Message-----
From: John.O'Shea@dynegy.com [mailto:John.O'Shea@dynegy.com]
Sent: Tuesday, November 06, 2001 10:58 AM
To: joshua.davidson@bakerbotts.com
Subject:


(See attached file: Option Agreement.DOC)