Would you like a look?

Rose
---------------------- Forwarded by Roseann Engeldorf/Corp/Enron on 
08/15/2000 08:46 AM ---------------------------


"ROB TAYLOR" <TAYLR@andrews-kurth.com> on 08/14/2000 05:41:55 PM
To: <Roseann.Engeldorf@enron.com>, <toxley@winston.com>
cc:  

Subject: Revised Purchase Option Assignement and Assumption Agreement


As I mentioned in my voice mail to Tim and as discussed with Rose, attached 
are clean and marked (against the form of Exhibit attached to the S&S ADA) 
drafts of the Purchase Option Assignment and Assumption Agreement.

Please let me know if you have any questions or comments regarding the 
attached.

Regards,

Rob Taylor
Andrews & Kurth L.L.P.
Chase Tower
600 Travis Street
Suite 4200
Houston, Texas  77002

Tel:  (713) 220-4436
Fax:  (713) 238-7273

robtaylor@andrews-kurth.com

This e-mail (and any attachment(s) hereto) is intended only for use by the 
addressee(s) named herein and may contain legally privileged and/or 
confidential information.  If you are not the intended recipient of this 
e-mail, you are hereby notified that any dissemination, distribution or 
copying of this e-mail (and any attachment(s) hereto) is strictly 
prohibited.  If you have received this e-mail in error, please immediately 
notify me at (713) 220-4436 and permanently delete the original and any copy 
of such e-mail and destroy any printout of such e-mail.

 - AssignAs.DOC
 - Purchase.DOC