Pat, I think this isolates the employment-related comments for the Brooklyn Navy Yard transaction.  Your comments would be appreciated.  Thanks.  MHC

 -----Original Message-----
From: 	"Young, Mark" <markyoung@akllp.com>@ENRON [mailto:IMCEANOTES-+22Young+2C+20Mark+22+20+3Cmarkyoung+40akllp+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Friday, July 27, 2001 8:01 PM
To:	Cash, Michelle
Cc:	Davis, Angela
Subject:	Employment/ERISA Rider for Stock Purchase Agreement

Michelle,  Attached is a rider we intend to insert into the stock
purchase agreement for the Brooklyn Navy Yard transaction.  I think
Angela Davis may have already talked to you about this transaction.  We
just found out yesterday that the company we are buying, which is a
subsidiary of Edison Mission Energy, has three or four employees.  We
and the seller had previously thought that they were employees of the
parent, not of the subsidiary that we are buying.  Please let me know if
you have any comments to these sections.  I will be in New York on
Monday working through the final changes to the agreement with David
Marks, Bill Keeney, Angela Davis and Stuart Zisman from Enron and the
seller and their counsel.  If you respond to this e-mail, I will pick it
up with my Blackberry, so that will probably be the best way to get in
touch with us.  Thanks, and sorry for the late notice.

Regards,
Mark Young
Andrews & Kurth L.L.P.
713-220-4323

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 <<BNY Rider.doc>> 
 - BNY Rider.doc