MIRANT CORP
SHARE PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh10-39.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>
              Exhibit 10.39

              Mirant Holdings Beteiligungsgesellschaft mbH




              ,



              With reference to the Share Purchase  Agreement ("the  Agreement")
              entered  into by and between  our two  companies  as of today,  we
              would like to confirm the following.

              On your request  Vattenfall  undertakes to seriously  consider and
              negotiate in good faith any deviation from the Agreement which may
              be proposed  by you in order to ensure that the share  transfer is
              optimized to take care of taxation  aspects of the  transaction to
              your  benefit.  Any  such  proposal  shall be  submitted  to us in
              writing as soon as possible but no later than December 10, 2001.

              Vattenfall will at its own and sole  discretion  decide whether to
              approve  or  disapprove   any  proposal  made  by  you.   Further,
              Vattenfall may approve any proposal subject to certain  conditions
              and  indemnities,  provided however that the agreed purchase price
              shall remain valid.

              Until and unless otherwise agreed in writing,  the Agreement shall
              remain in full force and  effect in  accordance  with its  present
              terms and conditions.

              Stockholm, November 30, 2001

              Vattenfall AB


              Mats Fagerlund

<PAGE>

                                                                              1




                            Share Purchase Agreement



                                 by and between



                Vattenfall AB (publ), SE-162 87 Stockholm, Sweden



                    - hereinafter referred to as "Vattenfall"



                                       and



       Mirant Holdings Beteiligungsgesellschaft mbH, 10117 Berlin, Germany



                      - hereinafter referred to as "Mirant"




                                    Preamble


              Mirant holds certain shares in Berliner Kraft- und Licht (BEWAG) -
              Aktiengesellschaft (hereinafter referred to as "BEWAG"), a company
              having its corporate  office (Sitz) at Berlin and being registered
              with the Commercial  Register of the Local Court  (Amtsgericht) at
              Berlin -  Charlottenburg  under  registration  number 97 HR B 451.
              Such shares comprise at least 63,595,151 bearer shares group A and
              at  least  36,666,600   registered   shares  group  B,  altogether
              totalling  44.759710  % of the stated  capital  (Grundkapital)  of
              BEWAG and 46.052157 % of the voting  rights in BEWAG  (hereinafter
              all shares in BEWAG held by Mirant directly or indirectly referred
              to as "BEWAG SHARES").  Vattenfall is the majority  shareholder of

<PAGE>
                                                                              2
              Hamburgische  Electricitats-Werke   Aktiengesellschaft,   Hamburg,
              (hereinafter  referred  to as "HEW") that holds a number of shares
              in BEWAG equal to the number of shares held by Mirant as described
              above and has entered into a  Shareholders'  Agreement with Mirant
              dated 13/14 August 2001 concerning their respective  shareholdings
              in BEWAG (hereinafter referred to as "Shareholders' Agreement").

              Vattenfall  intends to purchase from Mirant and Mirant  intends to
              sell to  Vattenfall  all  BEWAG  SHARES,  including  all  dividend
              rights, voting rights and any other rights attached thereto.

              Now,  therefore,  the parties to this  agreement  hereby  agree as
follows:



                                        1
                            Sale of the BEWAG SHARES

              1.1    Mirant hereby sells to Vattenfall and Vattenfall  purchases
                     from Mirant the BEWAG SHARES including all dividend, voting
                     and any other rights  attached  thereto at the date of this
                     agreement.  Vattenfall is entitled,  but not obligated,  to
                     nominate  another company within the Vattenfall group which
                     may  substitute  Vattenfall  as the  purchaser  under  this
                     agreement  in every  respect  and to which at  Closing  the
                     BEWAG SHARES shall then be assigned by Mirant.

              1.2    Mirant hereby sells to Vattenfall and Vattenfall  purchases
                     from Mirant  co-ownership  shares of the share certificates
                     pertaining  to the BEWAG  SHARES  which  are in  collective
                     safekeeping of securities, as far as it is required.

              1.3    Vattenfall is entitled to the  dividends  attributed to the
                     BEWAG SHARES sold to Vattenfall  including  the  respective
                     balance of corporation income tax credit with regard to the
                     current  business  year of  BEWAG  and to that  part of the
                     profits of any previous business years  attributable to the
                     BEWAG  SHARES  which  are  not  yet   distributed   to  the
                     shareholders  in BEWAG (i.e.  profits  carried  forward and
                     profits of previous  business years for which no resolution
                     of  distribution  of profits  has been  resolved).  For the
                     avoidance of doubt  Vattenfall shall not be entitled to the
                     proportionate  corporate income tax credit  attributable to
                     the BEWAG  SHARES for the  business  year  2000/2001 or any
                     previous business year of BEWAG.

              1.4    The  assignment  of the BEWAG SHARES and the  assignment of
                     the certificates of shares shall occur at Closing according

<PAGE>
                                                                              3
                     to Sec. 3 of this agreement  under the condition  precedent
                     of the payment of the total amount of the purchase price to
                     Mirant according to Sec. 2 of this Agreement.



                                        2
                                 Purchase Price

              2.1    The purchase  price for the BEWAG  SHARES sold  pursuant to
                     Sec.  1.1  above  including  any and all  dividend  rights,
                     voting  rights  and any other  rights  attached  thereto as
                     defined in Sec. 1.3 of this  agreement,  amounts to a total
                     sum of US$ 1,632 million (in words:  US dollars one billion
                     six hundred and thirty two million) in cash.

              2.2    The purchase  price shall  be  paid  in  full to  Mirant at
                     Closing.

              2.3    If Closing  occurs after March 1, 2002 the  purchase  price
                     will bear  interest as of March 1, 2002 at an interest rate
                     of 5 % p.a.

              2.4    Insofar as the purchase price is not paid at its due  date,
                     Vattenfall shall pay interest on the respective outstanding
                     amount of 2 % p.a. above the EURIBOR  prevailing at the due
                     date.


                                        3
                                     Closing

              3.1    Vattenfall  and  Mirant  will meet on the 5th  banking  day
                     following  the day on which  all the  conditions  precedent
                     pursuant to Sec. 5 of this agreement  have been  fulfilled,
                     however,   in  any  case  not  prior  to  January  2,  2002
                     (hereinafter   referred  to  as   "Transfer   Date"  or  as
                     "Closing") in the headquarter  offices of Dresdner Bank AG,
                     Berlin,  at which  Vattenfall  shall  have prior to Closing
                     opened  an  ordinary  and  a  securities  deposit  account,
                     whereby  (i) Mirant and  Vattenfall  shall  execute  with a
                     separate  Share  Transfer  Agreement the  assignment of the
                     BEWAG SHARES to Vattenfall or its nominee,  as the case may
                     be, and whereby (ii) Mirant and  Vattenfall  shall  execute
                     the  assignment  of the  certificates  of these  shares  to
                     Vattenfall or its nominee,  as the case may be, and whereby
                     (iii) Vattenfall or its nominee,  as the case may be, shall
                     pay the  purchase  price to Mirant's  bank account as to be
                     mentioned in the Share Transfer Agreement.

              3.2    Mirant  shall  instruct  all banks which  deposit the share
                     certificates  regarding the BEWAG SHARES to hold in custody
                     all these  certificates as from Closing in the interest and
                     on behalf of  Vattenfall  and Mirant shall  instruct  these

<PAGE>
                                                                              4

                     banks to fulfil the claim for return of these  certificates
                     of  Vattenfall  and Mirant  shall  deliver to  Vattenfall a
                     document proving these instructions at Closing.

              3.3    At Closing  Mirant shall issue to Vattenfall an irrevocable
                     power-of-attorney with regard to the BEWAG SHARES effective
                     as of Closing by which  Vattenfall  is entitled to exercise
                     the voting  rights  arising out of the BEWAG  SHARES in the
                     shareholders'  meeting  of  BEWAG.  With  regard  to bearer
                     shares  of  group A such  power-of-attorney  shall be valid
                     until  the  assignment  of the  respective  certificate  of
                     shares  to  Vattenfall  will be  executed.  With  regard to
                     registered shares of group B such power-of-attorney will be
                     valid until Vattenfall will be registered as owner of these
                     shares in the share  register  of BEWAG.  If so required by
                     Vattenfall  at any time on or  after  Closing  Mirant  will
                     deliver a separate certified (notariell beglaubigt) deed of
                     power-of-attorney to Vattenfall.

              3.4    At Closing Vattenfall shall deliver to Mirant a declaration
                     from  HEW  regarding  (i)  either  the  termination  of the
                     Shareholders'  Agreement between Mirant and HEW as of 13/14
                     August 2001 or the approval by HEW to Vattenfall  replacing
                     Mirant  as a  party  to  the  aforementioned  Shareholders'
                     Agreement  as of the  Transfer  Date,  (ii) HEW waiving any
                     claims against  Mirant  resulting from a termination of the
                     Shareholders'  Agreement  and  the  transfer  of the  BEWAG
                     SHARES from Mirant to Vattenfall  and (iii) a waiver of any
                     pre-emption   rights  of  HEW  against   Mirant  under  the
                     Shareholders' Agreement.

              3.5    At Closing  the  parties  will agree in the Share  Transfer
                     Agreement on the corporate governance aspects of the change
                     of ownership,  e.g. the  resignation of  supervisory  board
                     members nominated by Mirant.

              3.6    The  parties  shall agree on the details of the draft Share
                     Transfer  Agreement - which shall  basically be  comparable
                     and  on the  same  terms  and  substance  as in  the  share
                     transfer  agreement  of 27./28.  June 2001  between HEW and
                     Mirant  - and any  other  draft  documents  required  to be
                     entered into and  exercised at Closing at the latest on 15.
                     December 2001.



                                        4
                         Representations and Warranties

              4.1    Mirant warrants to Vattenfall in the form of an independent
                     guarantee  (selbstandiges  Garantieversprechen),  that  the
                     following representations and warranties are correct unless
                     otherwise expressly stated herein on the day of the signing
                     of this agreement and, as far as the Closing  occurs,  that

<PAGE>
                                                                             5

                     the warranties are correct at the date of the Closing:

                     4.1.1  The content of the preamble of this  agreement  with
                            regard to Mirant,  with  regard to the BEWAG  SHARES
                            held by Mirant and with  regard to BEWAG is complete
                            and correct.  Mirant and any company  affiliated  to
                            Mirant  according  to  Sec.  15 of  the  German  Act
                            pertaining to Stock Corporations  (AktG) do not hold
                            any shares in BEWAG which are not  mentioned  in the
                            preamble  and do not have any options or  preemption
                            rights  or  rights  of  assignment  with  regard  to
                            additional shares in BEWAG.

                     4.1.2  Mirant is the legal and economic  owner of the BEWAG
                            SHARES sold and assigned, and as at Closing (i) they
                            will be free from any  encumbrance or any rights for
                            the  benefit of a third  party,  and (ii)  Mirant is
                            entitled  to  dispose of the BEWAG  SHARES  sold and
                            assigned without any limitation and such disposition
                            is not  subject  to any  approval  of a third  party
                            unless  stated  otherwise  in Sec. 5 or Sec.  6.3 of
                            this  agreement,  and (iii) the  disposition  of the
                            BEWAG SHARES sold and assigned  does not violate any
                            right of any third party.

                     4.1.3  The  BEWAG  SHARES  sold  and  assigned  are  issued
                            effectively  and are  totally  paid  in.  No  hidden
                            profit distributions have occurred.

                     4.1.4  Mirant  has  obtained  any board or other  corporate
                            approval that may be required for entering into this
                            agreement.

              4.2    In case that one or  several  statements  which  Mirant has
                     guaranteed  in  this   agreement   shall  not  be  correct,
                     Vattenfall  is entitled to demand from Mirant to  establish
                     within  a  reasonable  period  of time,  but at the  latest
                     within four weeks after the  reception  of the demand,  the
                     situation  which  would exist if the  statement  would have
                     been  correct.  If Mirant does not  establish the situation
                     which  corresponds  to the  provisions  of  this  agreement
                     within a reasonable  period of time or if the establishment
                     of the situation  corresponding  to the  provisions of this
                     agreement   is  not   possible,   Vattenfall   may   demand
                     indemnification in cash from Mirant.

              4.3    Any further  statutory  claims of Vattenfall  regarding the
                     rescission  of this  agreement or reduction of the purchase
                     price,   regarding  the   indemnification   because  of  an
                     incorrect  guarantee,  regarding the avoidance because of a
                     lack of important  qualities of the subject  matter of this
                     agreement and regarding  the  adjustment of this  agreement

<PAGE>
                                                                             6

                     because of a fundamental change of circumstances underlying
                     this agreement are excluded.

              4.4    All warranty claims of Vattenfall  according to this Sec. 4
                     will expire after a limitation period of one year beginning
                     with the date of the assignment of the BEWAG SHARES.

              4.5    As far as reference  is made to the  knowledge of Mirant or
                     Vattenfall the parties to this agreement  undertake to have
                     investigated  the facts  guaranteed  with the care of a due
                     and diligent manager.

              4.6    Vattenfall  hereby  warrants that it has obtained any board
                     or  other  corporate  approval  that  may be  required  for
                     entering into this agreement.



                                        5
                               Condition precedent

              5.1    The  consummation of the  transaction  contemplated by this
                     agreement - with the exception of the parties' undertakings
                     in Sec. 6 of this agreement which shall be legally valid as
                     from signing of this agreement - shall be conditional  upon
                     the lapse of all relevant  merger control law  consummation
                     prohibitions  (in the  sense of Art.  7  paras.  1 and 2 EC
                     Regulation 4064/89 or relevant national law) in relation to
                     the intended transaction. All agreements in connection with
                     the intended  transaction  including all Exhibits,  Annexes
                     and Schedules thereto are to be notified.

              5.2    Either Party shall be entitled to terminate this agreement,
                     except  Sec. 7 which  shall continue  to  be  in  force, if
                     cartel clearance has been denied or within two months after
                     15. May, 2002 if the condition precedent  set forth in Sec.
                     5.1 has not been fulfilled by 15. May 2002.



                                        6
                                    Covenants

              6.1    In case Vattenfall nominates a third party pursuant to Sec.
                     1.1 of this  agreement,  such  nomination  shall not have a
                     materially  adverse  effect on the  implementation  of this
                     agreement.  Vattenfall hereby guarantees  fulfilment of any
                     obligations of that nominee following from this agreement.
<PAGE>
                                                                              7

              6.2    Vattenfall shall indemnify Mirant from any claims which may
                     be made by BEWAG against Mirant exclusively in its capacity
                     as a  shareholder  of  BEWAG  due to third  parties  making
                     claims against BEWAG.

              6.3    As a result  of the  "Joint  Statement  on  formation  of a
                     Fourth Force in the German energy sector" of April 27, 2001
                     between  Mirant,  HEW,  Vattenfall and the Senate of Berlin
                     the parties hereto confirm their common  understanding that
                     the sale and  transfer  of the BEWAG  SHARES from Mirant to
                     Vattenfall or to HEW does not require  approval by the Land
                     Berlin.

              6.4    Following Closing  Vattenfall shall make reasonable efforts
                     to  cause  BEWAG  to  provide   Mirant  with  any  relevant
                     information  and  copies  of  relevant  documents,   if  so
                     required  by  Mirant  in  conjunction  with any  regulatory
                     requirements,  including tax and securities filings, Mirant
                     needs  to do in its  capacity  as a former  shareholder  of
                     BEWAG.

              6.5    The  parties are hereby  bound to collect  the  information
                     necessary  for  the  required  cartel  notifications(s)  as
                     quickly as possible and to make every effort to assist each
                     other   in   the   preparation   and   submission   of  the
                     notification(s).  Each party shall instruct their own legal
                     advisors at their own costs for such  notification(s) to be
                     made.  However,   Mirant  agrees  that  Vattenfall's  legal
                     representative    Freshfields    Bruckhaus   Deringer,   in
                     particular  Dr. Marc  Reysen,  Brussels  and/or Dr.  Martin
                     Klusmann, Dusseldorf, shall lead the notification.

              6.6    Following  the  notification,  in so far  as  the  relevant
                     competition  authorities  express  concerns  in relation to
                     individual  provisions of the contractual  arrangements and
                     require  changes,  the  parties  will make every  effort to
                     replace  the  provisions  to be amended  by new  provisions
                     which are as close as possible to the  original  provisions
                     in  terms  of  their  economic  content  and to  adapt  the
                     contracts  accordingly.  Neither Party shall,  however,  be
                     under an  obligation to consent to the  divestiture  of any
                     interest in an affiliate or in any other  company or entity
                     or to accept any other conditions which may be unreasonably
                     burdensome to it.

              6.7    The fees of any competent cartel  authority  imposed on the
                     parties  in  conjunction  with  the  notification  for  the
                     transaction described herein shall be borne by both parties
                     equally.  Otherwise  each party shall bear its own costs in
                     conjunction therewith.




<PAGE>
                                                                             8


                                        7
                                 Confidentiality

              Unless otherwise  agreed or required by mandatory  statutory laws,
              the parties hereto will treat this agreement strictly confidential
              until the press release has been issued.



                                        8
                                  Miscellaneous

              8.1    The parties  undertake to keep the  respective  other party
                     indemnified  from any damage caused by claims made by third
                     parties if such third party  threatens to take legal action
                     against  the   implementation   of  this   agreement  as  a
                     consequence of which one party (the indemnified party) does
                     not wish to close the  transaction  pursuant  to Sec.  3 of
                     this  agreement,  but the  other  party  (the  indemnifying
                     party)  nevertheless  insists on the Closing to take place,
                     provided,  however,  that (i) Closing  then takes place and
                     (ii) that the  indemnification  shall  only  apply to those
                     claims of that third party which  directly  result from the
                     Closing having taken place. The indemnifying party shall be
                     entitled  to control if and how to defend  against any such
                     claims.

              8.2    Unless stated otherwise herein, if Closing has not occurred
                     on or prior to December 31, 2002 at the latest both parties
                     can terminate this agreement with immediate effect.

              8.3    Each party  shall  bear the costs for its own legal  and/or
                     other advisors incurred in connection with the negotiation,
                     execution and implementation of this agreement.

              8.4    Any  amendment  or   supplementation   of  this  agreement,
                     including  this  clause,  shall be  submitted in writing in
                     order to be valid,  unless a notarial recording is required
                     by law.

              8.5    Any notification,  inquiry,  demand and other message under
                     this  agreement,  except for any declaration in conjunction
                     with legal  proceedings,  in particular  for the purpose of
                     making a legally  significant  statement must be in writing
                     and addressed to:


<PAGE>
                                                                             9


                     a)          Mirant:

                                 Mirant Europe
                                 Att: Barney Rush
                                 Dr. Willem Dreesweg 2
                                 1185 VB Amstelveen
                                 Netherlands

                                 and

                                 Mirant Corporation
                                 Att: Douglas Miller
                                 1155 Perimeter Center West
                                 Atlanta, Georgia
                                 30338-5416
                                 USA


                     b)          Vattenfall:

                                 Vattenfall AB (publ)
                                 Att: Mats Fagerlund
                                 Jamtlandsgatan 99
                                 Racksta/Vallingby
                                 SE-162 87 Stockholm
                                 Sweden

                                 with copy to:


                                 Freshfields Bruckhaus Deringer
                                 Att: Dr. Dirk Hamann
                                 Alsterarkaden 27
                                 20354 Hamburg
                                 Germany


                     Vattenfall hereby appoints  Freshfields  Bruckhaus Deringer
                     as its process agent  (Zustellungsbevollmachtigter) for any
                     declarations  from  Mirant  in  conjunction  with any legal
                     proceedings.

                     Each party to this  agreement  may  change  the  address to
                     which messages must be sent by informing the other party to
                     this agreement in writing in accordance with the above.
<PAGE>
                                                                             10

              8.6    The parties hereby shall be obligated towards each other to
                     comply with the duties of disclosure pursuant to Sec. 21 et
                     seq.  Wertpapierhandelsgesetz  (German  Securities  Trading
                     Act).

              8.7    Should any provision of  this  agreement  or  any provision
                     subsequently inserted into it be  or  become  completely or
                     partially  invalid or  impracticable, the validity  of  the
                     remaining  provisions  of  this  agreement   shall  not  be
                     affected thereby. The  invalid or  impracticable  provision
                     shall be replaced by an appropriate  provision which to the
                     extent legally possible comes  closest to  what the parties
                     to this agreement wanted or would have  wanted  in view  of
                     the  purpose  and  intent  of  this  agreement if they  had
                     considered the point  when  concluding  this  agreement, or
                     subsequently  inserting  the  provision into it.  The  same
                     shall apply should this agreement prove to contain a gap.

              8.8    This  agreement  shall  be  governed  by and  construed  in
                     accordance with, and its performance  shall be governed by,
                     the laws of the Federal Republic of Germany.

              8.9    Hamburg shall be the venue for all and any dispute  arising
                     under or in connection with this agreement.


              Stockholm, the 30th day of November, 2001



              ...................................
              Vattenfall AB (publ)



              .............................................
              Mirant Holdings Beteiligungsgesellschaft mbH


</TEXT>
</DOCUMENT>
