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                                                                   EXHIBIT 10.20


                               SEVERANCE AGREEMENT

         THIS SEVERANCE AGREEMENT ("Agreement"), made and entered into the 1st
day of March, 2000 ("Date of Execution") and effective as of November 30, 1999,
is between AZURIX CORP. ("Company"), a Delaware corporation, having its offices
in Houston, Texas, and RODNEY L. GRAY ("Mr. Gray"), an individual, residing in
Houston, Texas.

                                   WITNESSETH:

         WHEREAS, Mr. Gray and the Company are parties to that certain Executive
Employment Agreement dated as of February 16, 1999 (the "Employment Agreement");

         WHEREAS, the Company and Mr. Gray have agreed that Mr. Gray's
employment with the Company will terminate;

         WHEREAS, the Company and Mr. Gray have agreed upon the terms and
conditions under which Mr. Gray's employment with the Company will terminate,
the consideration payable to Mr. Gray as consideration for cancellation of the
Employment Agreement, and the surrender by Mr. Gray of all rights he had under
the Employment Agreement; and

         NOW, THEREFORE, for and in consideration of the recitals and covenants
herein set forth, the parties agree as follows:

1. Employment. Mr. Gray's termination of employment with the Company shall be
effective on December 31, 1999 ("Termination Date"). Mr. Gray shall resign as an
officer and director of the various subsidiaries and affiliated companies of the
Company in which he holds office on November 30, 1999.

2. Consideration. Mr. Gray shall be paid by Company the following:

         a.       The monthly amount of $71,666.66, in semi-monthly payments of
                  $35,833.33 for the period beginning January 1, 2000 and ending
                  January 31, 2004, and the amount of $35,833.33 for the period
                  beginning February 1, 2004 and ending February 15, 2004; and

         b.       200,000 (20%) of Mr. Gray's Azurix Corp. Stock options shall
                  vest on November 30, 1999 and Mr. Gray shall have until
                  November 30, 2002 to exercise.


3. Severance Pay. Mr. Gray waives and the Company shall not be required to pay,
any severance pay or severance benefits, that otherwise would be payable under
the Company's Severance Pay Plan, except as provided for in this Agreement, in
connection with the termination of Mr. Gray's employment. The consideration and
remuneration provided for under Section 2(a) of this Agreement are in lieu of
and take the place of any severance pay or severance benefit that otherwise
would be payable under the Company's Severance Pay Plan, which Mr. Gray
forfeits.



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4. Employee Benefits. Except as otherwise provided in Section 3, Mr. Gray shall
be entitled to receive benefits earned by and payable to him under all employee
benefit plans and compensation plans in which he participated or was covered by
during his employment with Company, according to the terms and provisions
thereof. Specifically, and without limiting the generality of the foregoing, Mr.
Gray shall continue his rights under any stock option agreements and the Enron
Corp. Deferral Plan as if he were involuntarily terminated on the Termination
Date as provided by each of the plan documents and said rights shall be governed
by the terms and provisions of each of the plan documents. Further, Mr. Gray's
rights under the Enron Corp. Executive Compensation Program with respect to
Performance Units granted to him shall be governed by the terms and provisions
of the Program.

5 Post-Employment Non-Competition Obligations.

5.1 As part of the consideration for the compensation and benefits to be paid to
Mr. Gray hereunder, in keeping with Mr. Gray's duties as a fiduciary and in
order to protect the Company's interests in the confidential information of the
Company and the business relationships developed by Mr. Gray with the clients
and potential clients of the Company; and as an additional incentive for Company
to enter into this Agreement, Company and Mr. Gray agree to the non-competition
provisions of this Article 5. Mr. Gray agrees that during the period of Mr.
Gray's non-competition obligations hereunder, Mr. Gray will not, directly or
indirectly for Mr. Gray or for others, in any geographic area or market where
Company or any of its affiliated companies are conducting any business as of the
date of termination of the employment relationship or have during the previous
twelve months conducted any business:

         (i)      engage in any business competitive with the water business
                  conducted by Company;

         (ii)     render advice or services to, or otherwise assist, any other
                  person, associations, or entity who is engaged, directly or
                  indirectly , in any business competitively with the water
                  business conducted by the Company; or

         (iii)    induce any employee of Company or Enron Corp. or their
                  affiliates to terminate his or her employment with Company, or
                  their affiliates, or hire or assist in the hiring of any such
                  employee by person, association, or entity not affiliated with
                  Enron Corp.

These non-competition obligations shall extend until February 15, 2004.

5.2 Remedy for Breach of Contract. The parties agree that in the event there is
any breach or asserted breach of the terms, covenants or conditions of this
Agreement, the remedy of the parties hereto shall be in law and in equity and
injunctive relief shall lie for the enforcement of or relief from any provisions
of this Agreement. If any remedy or relief is sought and obtained by any party
against one of the other parties pursuant to this Section 5.2, the other party
shall, in addition to the




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remedy of relief so obtained, be liable to the party seeking such remedy or
relief for the expenses incurred by such party in successfully obtaining such
remedy or relief, including the fees and expenses of such successful party's
counsel.

5.3 It is expressly understood and agreed that Company and Mr. Gray consider the
restrictions contained in this Article 5 to be reasonable and necessary to
protect the proprietary information of Company. Nevertheless, if any of the
aforesaid restrictions are found by a court having jurisdiction to be
unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.

6.  Confidential Information.

6.1 Confidential Information.

         A. Mr. Gray acknowledges that Company's business is highly competitive
and that Company's methods, strategies, books, records and documents, Company's
technical information concerning its products, equipment, services and
processes, procurement procedures and pricing and marketing techniques,
including but not limited to the names of and other information (such as credit
and financial data) concerning Company's customers and business affiliates, all
comprise confidential business information and trade secrets of Company which
are valuable, special, and unique assets of Company, which Company uses in its
business to obtain a competitive advantage over Company's competitors which do
not know or use this information. Mr. Gray further acknowledges that protection
of Company's confidential business information and trade secrets against
unauthorized disclosure and use, is of critical importance to Company in
maintaining its competitive position. Accordingly, Mr. Gray hereby agrees that
notwithstanding any other provision of this Agreement other than contained in
the following paragraph "B", he will not, at any time, make any unauthorized
disclosure of any of the information referred to in the first sentence of this
Section 6.1A ("Confidential Information") or make any unauthorized use thereof
which, in any manner, would have, or is likely to have, an adverse effect upon
the Company or any affiliate.

         B. However, Mr. Gray obligations under this Section 6 shall not extend
to:

         1)       Confidential Information which is or becomes part of the
                  public domain or is available to the public by publication or
                  otherwise without disclosure by Mr. Gray; or

         2)       Confidential Information which was within Mr. Gray's knowledge
                  or in his possession prior to his employment by the Company;
                  or

         3)       Confidential Information which, either prior to or subsequent
                  to the Company's disclosure to Mr. Gray with an obligation of
                  confidentiality, was disclosed to Mr. Gray, without obligation
                  of confidentiality, by a third party who did not acquire such
                  information, directly or indirectly, from Mr. Gray, or from
                  any third party who is under an obligation of confidentiality;
                  or



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         4)       any disclosure of Confidential Information by Mr. Gray which
                  is required by law, including deposition or trial testimony by
                  Mr. Gray pursuant to subpoena. If Mr. Gray is requested or
                  required (by oral question, interrogatories, request for
                  information or documents, subpoena, civil investigative demand
                  or similar process) to disclose any Confidential Information,
                  if reasonably possible under the circumstances as determined
                  in good faith by Mr. Gray, Mr. Gray will promptly notify the
                  Company of such request or requirement so that the Company may
                  seek an appropriate protective order or waive compliance with
                  provisions of this Agreement. In the absence of a protective
                  order or the receipt of a waiver hereunder, or in the good
                  faith determination of Mr. Gray that time is of the essence,
                  Mr. Gray may obtain legal counsel, and if Mr. Gray and/or his
                  counsel in good faith believe that Mr. Gray is compelled to
                  disclose the Confidential Information or be exposed to
                  liability for contempt or suffer other censure or penalty, Mr.
                  Gray may disclose only such Confidential Information to the
                  party compelling disclosure as is required by law, as
                  determined by Mr. Gray on advice of counsel. Mr. Gray further
                  agrees that he will cooperate with the Company in its efforts
                  to obtain a protective order or other reliable assurance that
                  confidential treatment will be accorded the Confidential
                  Information. All legal fees, costs and expenses incurred by
                  Mr. Gray in obtaining legal representation pursuant to his
                  obligations under this Section 6.1B shall be paid by the
                  Company. The Company further agrees that it will indemnify Mr.
                  Gray for any other costs and expenses incurred by Mr. Gray in
                  connection with his obligations under this Section 6.1B,
                  including but not limited to legal damages and penalties
                  assessed against Mr. Gray for compliance with his obligations
                  hereunder.

6.2 Definition of Company. For purposes of this Agreement, "Company" shall
include Azurix Corp., and all of its subsidiaries and affiliated companies.

6.3 Non-Disparagement. Mr. Gray and Company agree that they will not knowingly
make any comments with the intent to impugn, castigate or otherwise damage the
reputation of the other, including Company's subsidiaries and affiliated
companies, and the executives and managers thereof, unless legally compelled to
do so in any legal or administrative proceeding.

7. Miscellaneous.

7.1 Notices. For purposes of this Agreement, notices and all other
communications shall be in writing and shall have been duly given when
personally delivered or when mailed by United States certified or registered
mail, addressed as follows:

         If to Company:

                  Azurix Corp.
                  333 Clay Street
                  Houston, Texas  77002
                  Attention: Corporate Secretary

         If to Mr. Gray:

                  Mr. Rodney L. Gray
                  4146 Marquette
                  Houston, Texas 77005


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or to any other address which either party may furnish to the other in writing.
Any such notice shall be effective when so delivered or three business days
after it is so mailed, except that notices of changes of address shall be
effective only upon receipt.

7.2 Applicable Law. THIS CONTRACT IS ENTERED INTO UNDER, AND SHALL BE GOVERNED
FOR ALL PURPOSES BY, THE LAWS OF THE STATE OF TEXAS.

7.3 No Waiver. No failure by either party hereto at any time to give notice of
any breach by the other party of, or to require compliance with, any condition
or provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

7.4 Remedy for Breach of Contract.

         A. The parties agree that in the event there is any breach or asserted
         breach of the terms, covenants or conditions of this Agreement, the
         remedies of the parties hereto shall be in both law and in equity,
         including injunctive relief for the enforcement of or relief from any
         provisions of this Agreement.

         B. In the event either party has a reasonable basis for claiming that
         the other party has violated the provisions of Section 5 of this
         Agreement and that such violation is material, the aggrieved party
         shall give the other party written notice of the specific facts of such
         violation. If such violation is material and has not been cured within
         three (03) days after such notice is given, the aggrieved party may
         seek any relief provided in this Agreement.

         C. Of Sections 5, 6.1, or 6.3: In the event either party has a
         reasonable basis for claiming that the other party has violated the
         provisions of Sections 5, 6.1, or 6.3 and such violation is material,
         such party shall give written notice of specific facts of such
         violation to the other party. If, after three (03) days of giving such
         notice, the alleged violation has occurred, has not ceased, or
         reasonably may be expected to be repeated again, the aggrieved party
         shall have the right to bring an action at law or in equity. In any
         action brought for an alleged breach of Sections 5, 6.1, or 6.3, the
         complaining party may seek whatever damages and redress it deems
         appropriate, including but not limited to injunctive relief pertaining
         to the alleged violation complained of.

         D. Money damages would not be sufficient remedy for any breach of 6.1
         or 6.3 by either party, and either party shall be entitled to seek
         specific performance and injunctive relief as




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         remedies for such breach or threatened breach, subsequent to the three
         (03) day period after the notice provided for in Section 7.4C. Such
         remedies shall not be deemed the exclusive remedies for a breach of
         Section 6.1 or 6.3 by either party, but shall be in addition to all
         remedies available at law or in equity to the non-breaching party
         including the recovery of damages from the breaching party, as provided
         for in Section 7.4C.

7.5 Severability. It is a desire and intent of the parties that the terms,
provisions, covenants and remedies contained in this Agreement shall be
enforceable to the fullest extent permitted by law. If any such term, provision,
covenant or remedy of this Agreement or the application thereof to any person or
circumstances shall, to any extent, be construed to be invalid or unenforceable
in whole or in part, then such term, provision, covenant or remedy shall be
construed in a manner so as to permit its enforceability under the applicable
law to the fullest extent permitted by law. In any case, the remaining
provisions of this Agreement or the application thereof to any person or
circumstances other than those to which they have been held invalid or
unenforceable, shall remain in full force and effect. It is further the desire
and intent of the parties that in the event of any breach of any portion of this
Agreement, the remainder of this Agreement shall remain in effect as written and
enforceable to the fullest extent permitted by law.

7.6 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together will
constitute one and the same Agreement.

7.7 Withholding of Taxes. Company may withhold from any benefits or remuneration
payable under this Agreement all federal, state, city or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

7.8 Headings. The paragraph headings have been inserted for purposes of
convenience and shall not be used for interpretive purposes.

7.9 Assignability.

         A.       By the Company:

                  The Company's obligations under this Agreement are not
                  transferable or assignable by the Company and shall be
                  considered a liability of the Company in any sale or transfer
                  of substantially all of the business or assets of the Company
                  by any means whether direct or indirect, by purchase, merger,
                  consolidation or otherwise.

         B.       By Mr. Gray:

                  With respect to Mr. Gray's rights and obligations, his rights
                  and obligations hereunder are personal and neither this
                  Agreement, nor any right, benefit or obligation of Mr. Gray,
                  shall be subject to voluntary or involuntary assignment,
                  alienation or transfer, whether by operation of law or
                  otherwise, without the prior written consent of Company except
                  as authorized in Section 2; provided, the




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                  Company agrees that it will not withhold its consent to an
                  assignment by Mr. Gray to a financial institution of his
                  rights to receive payments under this Agreement. In the event
                  of Mr. Gray's breach of any of the terms, covenants, or
                  conditions of this Agreement, any such assignment shall be
                  subject to the provisions of Section 7.4 of this Agreement.
                  This Agreement and all payments hereunder, shall inure to the
                  benefit of and be enforceable by and against Mr. Gray's
                  personal or legal representatives, executors, administrators,
                  heirs, distributees, devisees and legatees. In the event of
                  Mr. Gray's death prior to receipt of all payments and benefits
                  to which he is entitled under Section 2 of this Agreement, the
                  remaining semi-monthly payments provided in subsection 2.a.
                  shall be payable to Mr. Gray's estate, and the options
                  described in subsection 2.b. shall remain exercisable by Mr.
                  Gray's beneficiary, or if no beneficiary has been designated
                  for that purpose, by his estate in accordance with the terms
                  and provisions of the 1999 Azurix Corp. Stock Plan and Mr.
                  Gray's related grant agreement.

7.10 Release.

         A. By execution of this Agreement, Mr. Gray for himself, his legal and
         other representatives, claimants, heirs and beneficiaries, forever
         waives and releases Company and its affiliated companies from all
         rights, benefits, payments and claims (including but not limited to
         statutory, tort or contractual claims) of any kind and nature to which
         Mr. Gray is now or in the future may be entitled, and arising out of or
         in connection with Mr. Gray's employment with Company or any affiliated
         company, and Mr. Gray's termination of employment, including but not
         limited to claims pursuant to the Age Discrimination In Employment Act
         ("ADEA"), except as may be specifically provided for under this
         Agreement or contained in the plan documents or grants of benefits to
         which Mr. Gray is entitled according to the provisions hereof. It is
         specifically agreed that this Agreement and the consideration Mr. Gray
         will receive hereunder, constitute a complete settlement and release,
         and an absolute bar to any and all claims Mr. Gray has or may have
         against the Company, its subsidiaries, divisions, any affiliated
         company, or its directors, officers, and employees, whether or not the
         same be presently known or suspected to be arising out of or in any
         manner connected with Mr. Gray's employment thereby or termination of
         employment with Company, except as may be specifically provided for
         under this Agreement or contained in the plan documents or grants of
         benefits to which Mr. Gray is entitled according to the provisions
         hereof. This Section of the Agreement applies to rights or claims
         pursuant to the ADEA only in existence on or before the date of payment
         of consideration and remuneration provided for herein. MR. GRAY
         ACKNOWLEDGES AND AGREES, AND REPRESENTS TO COMPANY THAT (I) HE
         UNDERSTANDS THE EFFECT OF THE PROVISIONS OF THIS PARAGRAPH, (II) HE HAS
         HAD A REASONABLE TIME OF NOT LESS THAN 21 DAYS IN WHICH TO CONSIDER THE
         EFFECT OF THE PROVISIONS OF THIS PARAGRAPH, AND (III) HE WAS ADVISED
         AND ENCOURAGED TO CONSULT AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT
         WITH RESPECT TO THE EFFECT OF THE PROVISIONS OF THIS PARAGRAPH AND HIS
         EXECUTION OF THIS AGREEMENT. MR. GRAY MAY REVOKE THIS AGREEMENT DURING
         THE SEVEN DAY PERIOD FOLLOWING THE DATE OF EXECUTION, WHEREUPON THIS
         AGREEMENT SHALL BE RESCINDED IN ITS ENTIRETY AND BECOME NULL AND VOID.


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         B. Mr. Gray's execution of the negotiable instruments tendered to him
         by the Company in payment of the consideration provided for in Section
         2 of this Agreement shall be considered ratification and a separate
         execution of this Agreement by Mr. Gray.

7.11 Entire Agreement: Modification. This Agreement constitutes the entire
agreement of the parties with regard to the termination of employment of Mr.
Gray, supersedes any and all prior written agreements between the parties, (with
the exception of those plans, agreements and other documents identified or
referred to in Section 4), and this Agreement contains all of the covenants,
promises, representations and agreements between the parties with respect to the
termination of employment of Mr. Gray with Company. Each party to this Agreement
acknowledges that no representation, inducement, promise or agreement, oral or
written, has been made by either party, which is not embodied herein, or
referred to hereby and that no agreement, statement or promise relating to the
employment or termination of employment of Mr. Gray with Company, which is not
contained or provided for, identified or referred to in this Agreement, shall be
valid or binding. Any modification of this Agreement will be effective only if
it is in writing and signed by both parties.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

                                 AZURIX CORP.


                                 By:  /s/ Philip J. Bazelides
                                 Name:  Philip J. Bazelides
                                 Title:  Managing Director Human Resources
                                          and Administration


                                 RODNEY L. GRAY

                                 /s/ Rodney L. Gray



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