Re: PSEG - Exclusivity Letter & Comments

Gentlemen,

I think we also need to be certain that we have a decent amount of discretion
in whether we close, otherwise we have to consider the DASH process at this
time.

Kay

From: Ben F Jacoby @ ECT 02/16/2001 01:12 AM

Sent by: Ben Jacoby@ECT
To: Fred Mitro/HOU/ECT@ECT
cc: Scott Healy/SF/ECT@ECT, Rusty Stevens/Corp/Enron@ENRON, Carlos
Sole/NA/Enron@Enron, Kay Mann/Corp/Enron@Enron

Subject: Re: PSEG - Exclusivity Letter & Comments

From a commercial perspective, I don't have a problem leaving out the
exercise price during the 30 day option period, so long as our obligation to
sell is contingent upon the negotiation of a purchase agreement and the
agreement on purchase price. $300k seems fair for a 30 day exclusivity.

Regards,

Ben