Brett:

Attached please find the execution version of the option agreement. Please 
execute and fax to me at 415-383-1613. Also, please let me know who in your 
accounting group will be responsible for making the general ledger entries 
with respect to the option premium of $1,665,645. They will need to 
coordinate with Jody Pierce / Theresa Vos of ENA accounting. Lastly, please 
keep in mind that we need five days notice prior to the exercise of the 
option, and that for each day beyond Nov. 22 your daily interest charge on 
the exercise price of $101,249,431 is $21,500.00 (which will need to be 
included in the exercise price on the exercise date).

Roseann Catherine, Theresa, Jody:

Please note that the ESA Option Agreement I sent earlier today was not the 
final attached below (it still had redlines in it).

Thanks.

Ben
---------------------- Forwarded by Ben Jacoby/HOU/ECT on 11/20/2000 03:28 PM 
---------------------------


"Alfaro, Lisa" <LALFARO@gibsondunn.com> on 11/15/2000 12:39:03 PM
To: "'John Novak (2000)'" <John.Novak@enron.com>, "'brett.wiggs@enron.com'" 
<brett.wiggs@enron.com>, "'sheila.tweed@enron.com'" <sheila.tweed@enron.com>, 
"'terri.denning@enron.com'" <terri.denning@enron.com>, 
"'mary.cilia@enron.com'" <mary.cilia@enron.com>, "'mary.kimball@enron.com'" 
<mary.kimball@enron.com>, "'ben.jacoby@enron.com'" <ben.jacoby@enron.com>, 
"'lisa.bills@enron.com'" <lisa.bills@enron.com>, "'kay.mann@enron.com'" 
<kay.mann@enron.com>, "'tracee.bersani@enron.com'" <tracee.bersani@enron.com>
cc:  
Subject: Execution version ESA OPtion (with Exhibit attached)


Attached is the final execution ESA Option (I am still waiting for Brett's
final okay) which I understand is not a substantive issue only a logistics
matter.

John, if you are in proximity of Brett, please obtain his  final okay (this
is the same document I distributed to him yesterday -- I was able to get
Exhibit A attached to the document -- this is the only difference).

Brett, please let me and John know that it this document is approved then
John, please initial so that Brett can sign.  I presume Brett and John are
together but if not, John please let Brett know when your initialied
authorization is given.

Thanks.


 <<ESAOPTION(WITH EXH)EXECUTION.doc>>

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 - ESAOPTION(WITH EXH)EXECUTION.doc