Kay,  Herman suggested the changes to our form of Memorandum (in red).  My 
question is, since we are defining Optionee as "________________________, 
LLC, its designee or permitted assignees"  is it really necessary to include 
the second reference to designee or permitted assignees?


This MEMORANDUM OF PURCHASE OPTION (this "Memorandum") is made and entered 
into effective as of the _____________________, 2001 by and between 
_______________________________ (hereinafter referred to as "Optionor"), and 
____________________________________, L.L.C., a Delaware limited liability, 
OR ITS DESIGNEE OR PERMITTED ASSIGNEES (hereinafter referred to as 
"Optionee").  Capitalized terms used but not defined herein shall have the 
meaning given to them in that certain Option to Purchase Real Estate dated 
__________________________, 2001, by and between Optionor and Optionee (the 
&Agreement8).

Optionor and Optionee are parties to the Agreement covering certain real 
property situated in ____________________________ County, ______________, and 
more particularly described on Exhibit &A8 attached hereto and incorporated 
for all purposes (the &Property8).  Pursuant to the Agreement, Optionor 
granted to Optionee an option to purchase the Property (the &Option8), as 
more particularly described therein, which Option expires _____________ 
(subject to Optionee,s rights to extend the Option for ___________ renewal 
term(s) of ______________ (____) months ending ________________________, 
unless Optionee, ITS DESIGNEE OR ITS PERMITTED ASSIGNEE delivers to Optionor 
a notice of exercise of its option to purchase the Property prior to such 
expiration date, as may be extended.


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