SPA- Comments

I'm having copies made of the due diligence binders.
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/05/2001 02:44
PM ---------------------------

Fred Mitro@ECT
01/31/2001 08:41 AM
To: Kay Mann/Corp/Enron@Enron
cc: Rusty Stevens/Corp/Enron@ENRON

Subject: SPA- Comments

Kay:

Here are my comments on the draft Kendall SPA:

1. I assume that we are preparing a separate SPA for Kendall New Century
Development, LLC and Titan Land Development Company, LLC. I will deliver a
project binder on Titan to your office this morning.

2. Section 2.1 Purchase Price: The Purchase Price in the Kendall SPA should
be $3,000,000.00. The Purchase Price in the Titan SPA should be
$6,000,000.00.

3. Section 2.2 Termination Date: I would like to propose March 15, 2001 as
a [Kendall]Termination Date. If PSEG and ENA can agree on the form of the
document and sign within the next 2-3 weeks, that would leave a 3 week
window prior to the Termination Date. This seems like plenty of time to
arrange the wire transfer and set-up the transfer of the member interests.
(Do you see any problem with this timeline?).

4. Section 7.1(b) Purchaser Indemnification: The agreements states
$3,500,000. Shouldn't this number be $3,000,000 (equal to the Purchase
Price).

5. Page A-2: The Purchaser signature block currently reads Coastal Power
Corporation. This should read [Purchaser].

I would like to deliver the Kendall SPA to PSEG as soon as possible. Please
forward me an [Kendall] electronic version once the changes have been made.
Let me know the timing on a draft SPA for Titan LLC.

Thanks,
Fred