Subject: Intermesa/Votorantim
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Fri, 7 Jan 2000 02:04:00 -0800 (PST)

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.