Intermesa/Votorantim

The phone call to Intermesa and Votorantim should emphasize the following
points:

1. The transaction was never consumated. We have consistently stated that we
do not consider the transaction a "done deal" until final documents are
executed.

2. We are no longer willing to consider the proposed transaction. The reason
is simple: the market has moved and they failed to act quickly.

3. All markets,pet coke markets in particular, are time sensitive. Because
Votorantim has delayed in the execution of final documents, it accepted the
risk that, over time, market prices would change and Enron would no longer be
willing to sign a deal.

4. Again, we never had a final, enforceable deal. Their only claim is that we
misrepresented to them our willingness to do the deal and therefor they
didn't pursue negotiations with a third party. Our response is: we never made
any misrepresetation and it is not reasonable to rely on our negotiations as
a basis to forego discussions with third parties when Enron never sent them a
binding offer.