My comments to the Assignment Agreement are as follows:

In paragraph A, "transformors" should be "transformers".

Please note the following comments to 6:

6. Successors and Assigns.  This Assignment shall be binding on and inure to 
the benefit of the parties hereto, their successors and assigns.  This 
Assignment and the rights and obligations herein may not be transferred or 
assigned by one party without the other party's written consent, except that 
Assignee shall be entitled to assign this Assignments to Calumet Power, LLC 
or its affiliates (if permitted by the Option Agreement) and there upon be 
released from any and all obligations hereunder upon the giving of written 
notice to Enron.

I do not have any comments to the notice.

Please let me know if you have any questions.

Kay Mann





greg_spitzer@chicago.kirkland.com on 06/07/2000 05:19:44 PM
To: j.nassos@pecorp.com, j.burns@pecorp.com, dtauke@winston.com, 
kay.mann@enron.com
cc: gaxelrod@kirkland.com 

Subject: Option Agreement




Attached please find revised blacklined versions of the Assignment of Option
Agreement and Notice of Exercise of Option, incorporating changes from various
parties.  The enclosed is subject to further  comment from WLB and Peoples
Energy.

Please contact me with any questions regarding the enclosed.

Greg Spitzer
312-861-2115

(See attached file: ASSIGNMENT OF OPTION-RED1.WPD)(See attached file: EXERCISE
OPTION-RED.WPD)

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 - ASSIGNMENT OF OPTION-RED1.WPD
 - EXERCISE OPTION-RED.WPD