I have revised the option form consistent (except where noted) with comments 
sent by Herman and Lisa, and have attached a redline version.  Herman, I 
dealt with your comment regarding the defn of Optionee by tinkering a little 
with the 1st paragraph.  I also construed your comment regarding Enron's 
right to terminate the option to NOT preclude termination if our counterparty 
is in default.  Please confirm that this is acceptable.

Lisa, I did not change the notice info since the first entity will the the 
project co, with ENA Legal receiving a copy.



Please advise if you have any comments.

Kay