Here's the latest version.  It looks ok to me.  The most substantive aspect 
of it is that Calumet Power (or its affiliate) could end up the indemnity 
obligations under the agreement.  (in other words, an entity without a lot of 
money to fund indemnity obligations)  In my opinion this isn't important in 
the context of the option.

Unless someone objects, I'll tell PERC that Enron is ready to go with the 
assignment.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 06/08/2000 02:02 
PM ---------------------------


cindy_wasik@chicago.kirkland.com on 06/08/2000 01:59:02 PM
To: vhedge@winston.com, J.nassos@pecorp.com, j.burns@pecorp.com, 
dtauke@winston.com, Kay.mann@enron.com
cc:  

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.

Please contact me with any questions regarding the enclosed.

Greg Spitzer
312-861-2115


(See attached file: EXERCISE OPTION-RED2.WPD)(See attached file: ASSIGNMENT OF
OPTION-RED2.WPD)

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 - EXERCISE OPTION-RED2.WPD
 - ASSIGNMENT OF OPTION-RED2.WPD