PERC Authorization for Sale of Sites

At Sheila's suggestion, we have decided to bite off the overall PERC
tranaction in little pieces, attacking the most critical one's individually
as we go.

In order for us to focus on the value/commercial issues surrounding the sites
in Com-Ed, we need to get the ball in motion on the site sale release from
PERC first.

This should be a brief - but binding - letter agreement which includes the
following points:

PERC is hereby authorizing ENA to solicit interests in the Calumet and
Torrence sites for the purpose of sale, joint venture, development, or other
transactions.
ENA will have the sole and exclusive authority to determine whether or not to
commit the site(s) to such a commercial transaction, and PERC shall have the
right - but not the obligation - to participate in said transaction on an
equal ownership basis with ENA.
In the event that PERC does not elect to participate in said transaction, ENA
shall have the right to undertake such a transaction to the exclusion of
PERC, provided that ENA pays PERC the following exercise prices for the
site(s) in question: Calumet price = $1,000,000. Torrence price =
$100,000.
Said exercise price shall be the sole and total compensation for PERC should
they elect not to participate in said transaction as proposed by ENA.
PERC shall have __ days to give formal written notice of its intent to
participate in such transaction from the date of notice by ENA.
If PERC elects to participate with ENA on said transaction(s), ENA and PERC
will share equally in any proceeds thereof, however, no exercise price shall
be payable if PERC elects to participate with ENA.
The term of this authorization shall be for 90 days from the date of
execution and 10 days evergreen thereafter unless cancelled by either party
by two days written notice.
This agreement is binding on the parties hereto, provided however, that it
shall be conditioned upon PERC and Enron (or an affiliate or agent thereof)
executing a mutually agreeable document to effect the transfer of ownership
of their turbines for a purchase price of $56,000,000.

The next item we will need is a authorization document allowing us (Enron
Canada/ENA) to negotiate with ABB for changes needed in the ABB contract.