Assignment

We need to talk about issues surrounding assignment of CES assets. I will
need someone to champion things on your end. Our deal is closing on
7/31/00. All activity related to August will accrue to New Power. I.e. all
Aug. hedges should settle with New Power. All Aug invoices should be
rendered to New Power. We are assuming the Master Physical and Financial
Swap agreements and the mass market portions of the Asset Assignment
Agreement and related Gas purchase agreement and amendments as discussed.

We have had some discussion over things that we both want relative to the
changeover but have not formalized anything.(monthly demand fee, honor
storage and physical positions, BGE capacity control, right to seek other
markets for pricing, etc.) The most pertinent item should be having ENA
quickly review and approve assignment of the master agreements. Then we will
need to be recognized as the holder of all underlying transactions. Can you
run this charge? Do you need a formal notice from CES on assignment? Have
you received one yet? Secondly, we probably need paper in place to formalize
our position assuming the mass market portion of the agreements referenced
above.

I may be hard to get a hold of today, but would be available first thing
Monday morning to discuss. Let me know what's available on your schedule.
Thanks