In connection with the risk memorandum already provided you as to the Energy
Marketing Services Agreement (EMSA) between EPMI and TECO's Frontera
Generation Limited Partnership, Stuart Zisman asked me to forward you the
current draft of a risk memorandum relating to the Qualified Scheduling
Entity ("QSE") services relationships that EPMI would enter with third
parties in the ERCOT Region. Per my voicemail to you, attached is such draft
risk memorandum.

1. Risk memorandum addressing the downstream (EPMI - Customer) contract,
relevant to the TECO transaction:

Also per my voicemail, I am making available other materials bearing on ERCOT
market context and the contractual position EPMI would occupy in offering QSE
Services, including a draft risk memorandum treating EPMI's contractual
relationship to be put in place with the ERCOT ISO, and relevant background
materials referenced by the two risk memoranda. Please contact me with any
questions. - David

2. Draft risk memorandum addressing the upstream (EPMI - ERCOT ISO)
contract:

3. Specimen of downstream contract, which would be altered in negotiations
with individual customers:

4.. Form of upstream contract, non-negotiable:

5. Each of the risk memos makes reference to a ERCOT-published Market
Guide, attached below, decribing the restructured ERCOT marketplace: