Ledford agreement - accounting issue

Are we good to go?

I forgot to show my husband your pictures. If it is ok with you, I'll bring
them back on Monday.

Have a great weekend,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/29/2000 04:17
PM ---------------------------

Fred Mitro@ECT
09/29/2000 04:11 PM
To: Herman Manis/Corp/Enron@ENRON, Kay Mann/Corp/Enron@Enron
cc: Rusty Stevens/Corp/Enron@ENRON

Subject: Ledford agreement - accounting issue

Herman:

I talked with Karen Way at Piper Marbury Rudnick & Wolfe (our chicago
counsel) regarding the contingencies section (s.18) of the Ledford land
option agreement. She confirmed for me that none of the conditions in
Section 18 would allow us to recover either the option consideration ($5000)
or the purchase price ($265,000). Further, the language at the end of
Section 20 specifically states that the option consideration is true option
consideration and is deemed earned by the Optionors upon receipt.

Based upon our discussions this afternoon, I will let Kay know that you are
comfortable with the agreement being executed in its current form.

Thanks,
Fred