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<<

==============================================================================

This message may contain confidential and privileged information. If it has
been sent to you in error, please reply to advise the sender of the error and
then immediately delete this message.
"PLEASE NOTE: Our e-mail and web site address has changed to Gibsondunn.com"

==============================================================================


- ESAOPTION(WITH EXH)EXECUTION.doc