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                                                                 EXHIBIT 10.22


                               SEVERANCE AGREEMENT

     THIS SEVERANCE AGREEMENT ("Agreement"), made, entered into, and executed
and is between AZURIX CORP. ("Company"), a Delaware corporation, having its
offices in Houston, Texas, and EDWARD N. ROBINSON ("Mr. Robinson"), an
individual, residing at 5629 Holly Springs, Houston, Texas 77056, with respect
to the termination of Mr. Robinson's employment as of the Termination Date (as
defined below).

                                   WITNESSETH:

     WHEREAS, the Company and Mr. Robinson have entered into an Executive
Employment Agreement effective as of November 9, 1998, as amended (the
"Employment Agreement");

     WHEREAS, because of changes in the Company's business strategies in
November 19999, the Company and Mr. Robinson concluded that Mr. Robinson's
services are no longer required for the Company's benefit;

     WHEREAS, Mr. Robinson agreed to continue in the employment of the Company
until February 15, 2000 (the "Termination Date"), but on that date his
employment would terminate; and

     WHEREAS, the Company and Mr. Robinson have agreed upon the terms and
conditions under which Mr. Robinson's employment with the Company will
terminate;

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

1.   Employment. Mr. Robinson's termination of employment with the Company shall
be effective on the Termination Date. Mr. Robinson shall resign as an officer of
the various subsidiaries and affiliated companies of the Company in which he
holds office however, until the Termination Date, Mr. Robinson will continue to
perform the duties reasonably assigned to him by the Company in connection with
the Company's business and such other matters as the Company may reasonably
request. The Company shall provide to Mr. Robinson one personal computer and
peripherals, including one palm pilot. The Company will not provide a printer
for the computer.

2    Consideration. Mr. Robinson shall be paid by Company the amount of Two
Million Seventy-Six Thousand Seven Hundred Twelve Dollars ($2,076,712.00) on
February 29, 2000. Further, Mr. Robinson agrees that any amounts due Company for
personal items charged by Mr. Robinson to the Company's American Express Card
shall be deducted by Company from the Consideration.

3.   Severance Pay. Mr. Robinson 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. Robinson's employment. The
consideration and remuneration provided for under this Agreement are in lieu of
and take the place of any severance or the Employment Agreement pay or


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severance benefit that otherwise would be payable under the Company's
Severance Pay Plan, which Mr. Robinson forfeits.

4.   Employee Benefits. Mr. Robinson shall be entitled to receive benefits
earned by and payable to him under all employee benefit 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. Robinson shall continue his rights under any
stock option agreement(s) 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. Robinson shall be entitled to receive payment for all accrued and unused
vacation through the Termination Date with payment scheduled on February 29,
2000.

5    Post-Employment Non-Competition Obligations.


5.1  As part of the consideration for the compensation and benefits to be paid
to Mr. Robinson hereunder, in keeping with Mr. Robinson'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. Robinson with the
clients and potential clients of the Company; and as an additional incentive for
Company to enter into this Agreement, Company and Mr. Robinson agree to the
non-competition provisions of this Article 5. Mr. Robinson agrees that during
the period of Mr. Robinson's non-competition obligations hereunder, Mr. Robinson
will not, directly or indirectly for Mr. Robinson or for others, in any
geographic area or market where Company or Enron or any of their affiliated
companies are conducting the water 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 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 or
               Company.

These non-competition obligations shall extend until November 9, 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

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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 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. Robinson 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. Robinson 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. Robinson 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. Robinson 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. Robinson 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. Robinson; or

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

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

     4)   any disclosure of Confidential Information by Mr. Robinson which is
          required by law, including deposition or trial testimony by Mr.
          Robinson pursuant to subpoena. If Mr. Robinson 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. Robinson, Mr.
          Robinson 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. Robinson that time is of the
          essence, Mr. Robinson may obtain legal counsel, and if Mr. Robinson
          and/or his counsel in good faith believe that Mr. Robinson is
          compelled to disclose the Confidential Information or be exposed to
          liability for contempt or suffer other censure or penalty, Mr.
          Robinson may disclose only such Confidential Information to the party
          compelling disclosure as is required by law, as determined by Mr.
          Robinson on advice of counsel. Mr. Robinson 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. Robinson 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.
          Robinson for any other costs and expenses incurred by Mr. Robinson in
          connection with his obligations under this Section 6.1B, including but
          not limited to legal damages and penalties assessed against Mr.
          Robinson for compliance with his obligations hereunder.

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

6.3  Non-Disparagement. Mr. Robinson 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:


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         If to Company:

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

         If to Mr. Robinson:

                  5629 Holly Springs
                  Houston, Texas 77056

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 ten (10) days after
     such notice is given, the aggrieved party may seek any relief provided in
     this Agreement.

     C. Of Sections 5 or 6.1: In the event either party has a reasonable basis
     for claiming that the other party has violated the provisions of Sections 5
     or 6.1, and such violation is material, such party shall give written
     notice of specific facts of such violation to the other party. If, after
     ten (10) 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 Section 5 or 6.1,
     the complaining party may seek whatever damages and redress it


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     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 Section
     6.1 by either party, and either party shall be entitled to seek specific
     performance and injunctive relief as remedies for such breach or threatened
     breach, subsequent to the ten (10) 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 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 this Agreement, 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.


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     B.   By Mr. Robinson:

               With respect to Mr. Robinson's rights and obligations, his rights
          and obligations hereunder are personal and neither this Agreement, nor
          any right, benefit or obligation of Mr. Robinson, 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; provided, the Company agrees that it will not withhold its
          consent to an assignment by Mr. Robinson to a financial institution of
          his rights to receive payments under this Agreement. In the event of
          Mr. Robinson'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, including Consulting Payments, shall inure to the benefit
          of and be enforceable by and against Mr. Robinson's personal or legal
          representatives, executors, administrators, heirs, distributees,
          devisees and legatees.

7.10 Release.


     A. By execution of this Agreement, Mr. Robinson 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. Robinson is now
     or in the future may be entitled, and arising out of or in connection with
     Mr. Robinson's employment with Company or any affiliated company, and Mr.
     Robinson'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. Robinson is entitled
     according to the provisions hereof. It is specifically agreed that this
     Agreement and the consideration Mr. Robinson will receive hereunder,
     constitute a complete settlement and release, and an absolute bar to any
     and all claims Mr. Robinson 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.
     Robinson' 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. Robinson
     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. ROBINSON 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. ROBINSON 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. Robinson's execution of the negotiable instrument 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. Robinson.

7.11 Entire Agreement: Modification. This Agreement constitutes the entire
agreement of the parties with regard to the termination of employment of Mr.
Robinson, 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. Robinson 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. Robinson 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


                                     EDWARD N. ROBINSON

                                     /s/ Edward N. Robinson




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