Option to Purchase Form

Kay

I used your 2001 form and have modified it to show changes I think we should
make in the form. Please note that the words I have highlighted in yellow
are highlighted only to show I've underlined them. That's purely a stylistic
thing I do to make it easier to search for a defined term. I've also
attached, as part of the document but not as an exhibit, the form of
Memorandum of Option that I have prepared for the two options I'm working
on. This is the form of Memorandum of Option that we use for our Houston
Pipe Line and Enron Midstream properties. To make sure that we don't
inadvertently put a cloud on title, I always put the termination date of the
option agreement in the document. If we exercise the option, it is a moot
point but, if we don't exercise the option, we could cloud the owner's
title. It is my intention for the Florida projects that we will always
endeavor to get a Memorandum filed.